Sec Form 4 Filing - Wood Anthony J. @ ROKU, INC - 2020-09-01

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 Wood Anthony J. 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 X __ Officer (give title below) _____ Other (specify below) CEO and Chairman BOD (Last) (First) (Middle) C/O ROKU, INC., 1155 COLEMAN 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2020 (Street) SAN JOSE, CA95110 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 09/01/2020 C 25,000 ( 1 ) A 50,000 I Wood Revocable Trust Class A Common Stock 09/01/2020 C 10,000 A $ 2.76 10,000 D Class A Common Stock 09/01/2020 G V 10,000 D $ 2.76 0 D Class A Common Stock 09/01/2020 G V 10,000 A $ 2.76 60,000 I Wood Revocable Trust Class A Common Stock 09/01/2020 S 300 ( 2 ) D $ 177.1433 ( 3 ) 59,700 I Wood Revocable Trust Class A Common Stock 09/01/2020 S 2,210 ( 2 ) D $ 178.6348 ( 4 ) 57,490 I Wood Revocable Trust Class A Common Stock 09/01/2020 S 10,056 ( 2 ) D $ 179.338 ( 5 ) 47,434 I Wood Revocable Trust Class A Common Stock 09/01/2020 S 11,087 ( 2 ) D $ 180.2713 ( 6 ) 36,347 I Wood Revocable Trust Class A Common Stock 09/01/2020 S 6,693 ( 2 ) D $ 181.2375 ( 7 ) 29,654 I Wood Revocable Trust Class A Common Stock 09/01/2020 S 2,452 ( 2 ) D $ 182.3272 ( 8 ) 27,202 I Wood Revocable Trust Class A Common Stock 09/01/2020 S 1,702 ( 2 ) D $ 183.3174 ( 9 ) 25,500 I Wood Revocable Trust Class A Common Stock 09/01/2020 S 500 ( 2 ) D $ 184.36 ( 10 ) 25,000 I Wood Revocable Trust

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 Class B Common Stock $ 0 09/01/2020 C 25,000 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 25,000 $ 0 18,031,815 I Wood Revocable Trust Employee Stock Option (Right to Buy) $ 2.76 09/01/2020 M 10,000 ( 11 ) 07/24/2022 Class B Common Stock 10,000 $ 2.76 1,083,333 D Class B Common Stock $ 2.76 09/01/2020 M 10,000 ( 1 ) 07/24/2022 Class A Common Stock 10,000 $ 2.76 10,000 D Class B Common Stock $ 2.76 09/01/2020 C 10,000 ( 1 ) 07/24/2022 Class A Common Stock 10,000 $ 2.76 0 D Employee Stock Option (right to buy) $ 179.27 09/01/2020 A 539 ( 12 ) 08/31/2030 Class A Common Stock 539 $ 0 ( 12 ) 539 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wood Anthony J. C/O ROKU, INC. 1155 COLEMAN SAN JOSE, CA95110 X X CEO and Chairman BOD Signatures /s/ Christy Lillquist, attorney-in-fact 09/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Shares sold pursuant to a Rule 10b5-1 Sales Plan. ( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.84 to $177.75 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. ( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.84 to $178.83 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. ( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.84 to $179.83 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. ( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.84 to $180.82 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. ( 7 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.84 to $181.78 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. ( 8 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.87 to $182.83 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. ( 9 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.92 to $183.82 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. ( 10 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.99 to $184.59 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. ( 11 )This stock option is fully vested. ( 12 )This stock option was awarded to the Reporting Person by the Issuer's Compensation Committee of the Board of Directors pursuant to the Issuer's Executive Supplemental Stock Option Program in exchange for a reduction in the monthly base salary of the Reporting Person of $33,333.33.

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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