Sec Form 4 Filing - CAROLAN SHAWN T @ ROKU, INC - 2018-05-11

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 CAROLAN SHAWN T 2. Issuer Name and Ticker or Trading Symbol ROKU, INC [ ROKU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2884 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2018 (Street) MENLO PARK, CA94025 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 05/11/2018 J( 2 ) 4,500,000 D 14,588,668 I See footnote ( 1 ) ( 3 ) Class A Common Stock 05/11/2018 J( 4 ) 1,115,179 A 1,115,179 I See footnote ( 1 ) ( 5 ) Class A Common Stock 05/11/2018 J( 6 ) 1,115,179 D 0 I See footnote ( 1 ) ( 6 ) Class A Common Stock 05/11/2018 J( 7 ) 61,046 A 119,278 I By Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated Nov 4, 2010 Class A Common Stock 05/15/2018 G 31,900 D 87,378 I By Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated Nov 4, 2010

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAROLAN SHAWN T 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Signatures /s/ Shawn T. Carolan 05/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )MV Management X, L.L.C. ("MVM-X") is the sole general partner of Menlo Ventures X, L.P. ("Menlo X"), MMEF X, L.P. ("MMEF X") and Menlo Entrepreneurs Fund X, L.P. ("MEF X" and, collectively with Menlo X and MMEF X, the "Menlo Funds"). MVM-X exercises voting and dispositive power over the shares held by each of the Menlo Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds and MVM-X, except to the extent of his proportionate pecuniary interest therein. ( 2 )Represents a pro rata in kind distribution of shares of Class A Common Stock, without consideration, by each of Menlo X, MMEF X and MEF X to their respective partners, including their general partner, MVM-X. The shares were distributed as follows: (i) 4,385,966 shares by Menlo X, (ii) 76,754 shares by MMEF X, and (iii) 37,280 shares by MEF X. ( 3 )Following the distributions described in footnote (2), these shares are held as follows: (i) 14,218,981 shares by Menlo X, (ii) 248,829 shares by MMEF X, and (iii) 120,858 shares by MEF X. ( 4 )Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (2). ( 5 )Shares are held by MVM-X. ( 6 )Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members. ( 7 )Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 60,822 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MVM-X described in footnote (6), and (ii) 224 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MMEF X described in footnote (2). The shares are held by the Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated November 4, 2010 (the "Trust"). The Reporting Person is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein. ( 8 )Carolan made a bona fide gift of 31,900 shares of Class A Common Stock in the form of a charitable donation.

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