Roku (ROKU) Form 4 ROKU / Anthony J. Wood ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Wood Anthony J.

(Last) (First) (Middle)

C/O ROKU, INC.

150 WINCHESTER CIRCLE

(Street)

LOS GATOS CA 95032

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/03/2019		G	V	105,000(1)	D	$0	36,592	I	Wood Revocable Trust
Class A Common Stock	06/03/2019		C		35,000(2)	A	(2)	71,592	I	Wood Revocable Trust
Class A Common Stock	06/03/2019		S		11,585(3)	D	$89.4326(4)	60,007	I	Wood Revocable Trust
Class A Common Stock	06/03/2019		S		10,656(3)	D	$90.6227(5)	49,351	I	Wood Revocable Trust
Class A Common Stock	06/03/2019		S		12,659(3)	D	$91.4106(6)	36,692	I	Wood Revocable Trust
Class A Common Stock	06/03/2019		S		100	D	$92	36,592	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$89.71	06/03/2019		A		1,161		06/03/2019(7)	06/02/2029	Class A Common Stock	1,161	$0(8)	1,161	D
Class B Common Stock	$0	06/03/2019		C			35,000(2)	(2)	(2)	Class A Common Stock	35,000	$0	20,040,233	I	Wood Revocable Trust

Explanation of Responses:

1. The transaction reported involved a gift by the reporting person of 105,000 shares of Class A common stock to a charitable donor advised fund.

2. 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.

3. Shares sold pursuant to a Rule 10b5-1 Sales Plan.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.97 to $89.94 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 $89.97 to $90.96 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 $90.98 to $91.96 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 Stock Option is fully vested.

8. 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 annual base salary of the Reporting Person of $41,666.67.

Remarks:

	/s/ Stephen Kay, attorney-in-fact	06/05/2019
	** Signature of Reporting Person	Date
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).
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