Anthony J. Wood - May 11, 2022 Form 4 Insider Report for ROKU, INC (ROKU)

Role: CEO and Chairman BOD, Director, 10%+ Owner
Signature: /s/ Stephen Kay, attorney-in-fact
Stock symbol: ROKU
Transactions as of: May 11, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/13/2022, 04:19 PM
Previous filing: May 3, 2022
Next filing: May 20, 2022

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ROKU	Employee Stock Option (right to buy)	Options Exercise	-$1.86M	-330K	-100%	$5.64^*	0	May 11, 2022	Class B Common Stock	330K	$5.64	Direct	F1
transaction	ROKU	Class B Common Stock	Options Exercise	$1.86M	+330K		$5.64^*	330K	May 11, 2022	Class B Common Stock	330K	$5.64	Direct	F2
transaction	ROKU	Class B Common Stock	Gift	-$1.86M	-330K	-100%	$5.64^*	0	May 11, 2022	Class B Common Stock	330K	$5.64	Direct	F2
transaction	ROKU	Class B Common Stock	Gift	$1.86M	+330K	+2.03%	$5.64^*	16.6M	May 11, 2022	Class B Common Stock	330K	$5.64	Wood Revocable Trust	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.