Sec Form 4 Filing - KAY STEPHEN H @ ROKU, INC - 2018-04-02

Insider filing report for Changes in Beneficial Ownership
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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
KAY STEPHEN H
2. Issuer Name and Ticker or Trading Symbol
ROKU, INC [ ROKU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Gen. Counsel, Sec
(Last) (First) (Middle)
C/O ROKU, INC., 150 WINCHESTER CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2018
(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 04/02/2018 C 30,000 ( 1 ) A $ 2.94 30,000 D
Class A Common Stock 04/02/2018 S 30,000 ( 1 ) D $ 30.47 ( 2 ) 0 D
Class A Common Stock 04/04/2018 C 6,000 ( 1 ) A $ 2.94 6,000 D
Class A Common Stock 04/04/2018 S 6,000 ( 1 ) D $ 32 0 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) $ 2.94 04/02/2018 M 30,000 ( 3 ) ( 4 ) ( 5 ) 01/23/2024 Class B Common Stock 30,000 $ 2.94 303,216 D
Class B Common Stock $ 2.94 04/02/2018 M 30,000 ( 3 ) ( 4 ) ( 3 )( 4 ) 01/23/2024 Class A Common Stock 30,000 $ 2.94 30,000 D
Class B Common Stock $ 2.94 04/02/2018 C( 3 )( 4 ) 30,000 ( 3 )( 4 ) 01/23/2024 Class A Common Stock 30,000 $ 2.94 0 D
Employee Stock Option (Right to Buy) $ 2.94 04/04/2018 M 6,000 ( 3 ) ( 4 ) ( 5 ) 01/23/2024 Class B Common Stock 6,000 $ 2.94 96,040 D
Class B Common Stock $ 2.94 04/04/2018 M 6,000 ( 3 ) ( 4 ) ( 3 )( 4 ) 01/23/2024 Class A Common Stock 6,000 $ 2.94 6,000 D
Class B Common Stock $ 2.94 04/04/2018 C( 3 )( 4 ) 6,000 ( 3 )( 4 ) 01/23/2024 Class A Common Stock 6,000 $ 2.94 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAY STEPHEN H
C/O ROKU, INC.
150 WINCHESTER CIRCLE
LOS GATOS, CA95032
X SVP, Gen. Counsel, Sec
Signatures
/s/ David Oh, attorney-in-fact 04/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares sold pursuant to Mr. Kay's 10b5-1 plan dated November 20, 2017.
( 2 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.06 to $31.53 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 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. Following the closing of the Issuer's sale of its Class A Common Stock in its initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the Class B Common Stock will convert automatically into 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, (continued in footnote 4)
( 4 )(footnote 3 continued), (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.
( 5 )Granted January 23, 2014; 1/48 of the Option vests in equal monthly installments from 1/23/14.

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