Sec Form 4/A Filing - Smith Chas @ ROKU, INC - 2018-06-25

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Smith Chas 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 Roku TV & Players (Last) (First) (Middle) C/O ROKU, INC., 150 WINCHESTER CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2018 (Street) LOS GATOS, CA95032 4. If Amendment, Date Original Filed (MM/DD/YY) 06/27/2018 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 06/25/2018 C 6,944 ( 2 ) ( 7 ) A $ 5.64 6,944 D Class A Common Stock 06/25/2018 S 6,944 ( 2 ) ( 7 ) D $ 42.4214 ( 6 ) 0 D Class A Common Stock 06/25/2018 C 56,574 ( 2 ) ( 7 ) A $ 2.76 56,574 D Class A Common Stock 06/25/2018 S 56,574 ( 2 ) ( 7 ) D $ 42.4214 ( 6 ) 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) $ 5.64 06/25/2018 M 6,944 ( 7 ) ( 1 ) 05/16/2026 Class B Common Stock 6,944 $ 5.64 8,207 D Class B Common Stock $ 5.64 06/25/2018 M 6,944 ( 7 ) ( 3 )( 4 ) 05/16/2026 Class A Common Stock 6,944 $ 5.64 6,944 D Class B Common Stock $ 5.64 06/25/2018 C 6,944 ( 7 ) ( 3 )( 4 ) 05/16/2026 Class A Common Stock 6,944 $ 5.64 0 D Employee Stock Option (right to buy) $ 2.76 06/25/2018 M 56,574 ( 7 ) ( 5 ) 10/30/2022 Class B Common Stock 56,574 $ 2.76 240,527 D Class B Common Stock $ 2.76 06/25/2018 M 56,574 ( 7 ) ( 3 )( 4 ) 10/30/2022 Class A Common Stock 56,574 $ 2.76 56,574 D Class B Common Stock $ 2.76 06/25/2018 C 56,574 ( 7 ) ( 3 )( 4 ) 10/30/2022 Class A Common Stock 56,574 $ 2.76 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Chas C/O ROKU, INC. 150 WINCHESTER CIRCLE LOS GATOS, CA95032 GM, Sr. VP Roku TV & Players Signatures /s/ Stephen Kay, attorney-in-fact 10/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted December 20, 2016; 1/48 of the Option vests in equal monthly installments from 5/17/16 vest commencement date. ( 2 )Shares sold pursuant to Mr. Smith's 10b5-1 plan dated November 20, 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. 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 on footnote 5) ( 4 )(footnote 4 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 October 30, 2012, first vest 25% on 9/13/2013 then monthly thereafter. Fully vested as of 9/1/2016. ( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.16 to $44.53 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities adn Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 7 )This amendment is filed to correct the allocation of shares to the Options exercised, Converted from Class B to Class A, and sold as reported on Mr. Smith's previous Form 4 filed on 6/25/2018. One transaction was reported as involving 6,994 shares and another was reported as involving 56,524 shares. The correct share amounts for the transactions were 6,944 and 56,572, respectively. The ending shares balance as of 6/25/2018 has also been corrected to reflect 8,207 and 240,527, respectively.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedur e.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.