Sec Form 4 Filing - Rosenberg Scott A. @ ROKU, INC - 2019-12-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rosenberg Scott A. 2. Issuer Name and Ticker or Trading Symbol ROKU, INC [ ROKU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) GM, Sr. VP Platform Business (Last) (First) (Middle) 150 WINCHESTER CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2019 (Street) LOS GATOS, CA95032 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 12/06/2019 C 13,000 A $ 6.12 41,910 D Class A Common Stock 12/06/2019 S 13,000 ( 1 ) D $ 148.6 28,910 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 6.12 12/06/2019 M 13,000 ( 2 ) 05/15/2027 Class B Common Stock 13,000 $ 6.12 61,998 D Class B Common Stock $ 6.12 12/06/2019 M 13,000 ( 3 ) 05/15/2027 Class A Common Stock 13,000 $ 6.12 13,000 D Class B Common Stock $ 6.12 12/06/2019 C 13,000 ( 3 ) 05/15/2027 Class A Common Stock 0 $ 6.12 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rosenberg Scott A. 150 WINCHESTER CIRCLE LOS GATOS, CA95032 GM, Sr. VP Platform Business Signatures /s/ Christy Lillquist, attorney-in-fact 12/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold pursuant to Mr. Rosenberg's 10b5-1 plan. ( 2 )This option vests in 48 equal monthly installments. The first installment vested on 6/16/2017 ( 3 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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