Scott A. Rosenberg - May 10, 2021 Form 4 Insider Report for ROKU, INC (ROKU)

Role: GM, Sr. VP Platform Business
Signature: /s/ Christy Lillquist, attorney-in-fact
Stock symbol: ROKU
Transactions as of: May 10, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/11/2021, 07:38 PM
Next filing: May 26, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership
transaction	ROKU	Class A Common Stock	Gift	$0	-2.53K	-8.73%	$0.00	26.4K	Mar 5, 2021	Direct
transaction	ROKU	Class A Common Stock	Conversion of derivative security	$100K	+17.5K	+66.33%	$5.70^*	44K	May 10, 2021	Direct
transaction	ROKU	Class A Common Stock	Conversion of derivative security	$39.2K	+6.95K	+15.81%	$5.64^*	50.9K	May 10, 2021	Direct
transaction	ROKU	Class A Common Stock	Conversion of derivative security	$41.2K	+7.24K	+14.2%	$5.70^*	58.2K	May 10, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ROKU	Employee Stock Option (Right to Buy)	Options Exercise	-$100K	-17.5K	-100%	$5.70^*	May 10, 2021	Class B Common Stock	17.5K	$5.70	Direct	F1
transaction	ROKU	Class B Common Stock	Options Exercise	$100K	+17.5K		$5.70^*	May 10, 2021	Class A Common Stock	17.5K	$5.70	Direct	F2
transaction	ROKU	Class B Common Stock	Conversion of derivative security	-$100K	-17.5K	-100%	$5.70^*	May 10, 2021	Class A Common Stock	0	$5.70	Direct	F2
transaction	ROKU	Employee Stock Option (Right to Buy)	Options Exercise	-$39.2K	-6.95K	-100%	$5.64^*	May 10, 2021	Class B Common Stock	6.95K	$5.64	Direct	F1
transaction	ROKU	Class B Common Stock	Options Exercise	$39.2K	+6.95K		$5.64^*	May 10, 2021	Class A Common Stock	6.95K	$5.64	Direct	F2
transaction	ROKU	Class B Common Stock	Conversion of derivative security	-$39.2K	-6.95K	-100%	$5.64^*	May 10, 2021	Class A Common Stock	0	$5.64	Direct	F2
transaction	ROKU	Employee Stock Option (Right to Buy)	Options Exercise	-$41.2K	-7.24K	-100%	$5.70^*	May 10, 2021	Class B Common Stock	7.24K	$5.70	Direct	F1
transaction	ROKU	Class B Common Stock	Options Exercise	$41.2K	+7.24K		$5.70^*	May 10, 2021	Class A Common Stock	7.24K	$5.70	Direct	F2
transaction	ROKU	Class B Common Stock	Conversion of derivative security	-$41.2K	-7.24K	-100%	$5.70^*	May 10, 2021	Class A Common Stock	0	$5.70	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This option is fully vested.
F2	Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Shares of Class B Common Stock will convert automatically into shares of Class A Common Stock upon the earlier of: (i) any transfer except for certain "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation, (ii) the first "Trading Day", as defined in the Issuer's restated certificate of incorporation, falling on or after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock or (iii) the vote of the holders of Class B Common Stock representing at least 66-2/3% of the shares of Class B Common Stock.

Content

This option is fully vested.

Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Shares of Class B Common Stock will convert automatically into shares of Class A Common Stock upon the earlier of: (i) any transfer except for certain "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation, (ii) the first "Trading Day", as defined in the Issuer's restated certificate of incorporation, falling on or after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock or (iii) the vote of the holders of Class B Common Stock representing at least 66-2/3% of the shares of Class B Common Stock.