Roku Inc.

11/19/2024 | Press release | Distributed by Public on 11/19/2024 17:47

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Banks Matthew C.
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)
VP, Corp Controller & CAO
(Last) (First) (Middle)
C/O ROKU, INC., 1173 COLEMAN AVE.
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024
(Street)
SAN JOSE, CA 95110
4. If Amendment, Date 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
(City) (State) (Zip)
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 11/15/2024 M 18,081 A $ 0 24,924 D
Class A Common Stock 11/15/2024 F 8,967(1) D $68.87 15,957 D
Class A Common Stock 11/18/2024 S 4,628(2) D $70.91(3) 11,329 D
Class A Common Stock 11/18/2024 S 2,325(2) D $71.59(4) 9,004 D
Class A Common Stock 11/18/2024 S 1,740 D $72.66 7,264 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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
Restricted Stock Unit (5) 11/15/2024 M 359 (6) (6) Class A Common Stock 359 $ 0 360 D
Restricted Stock Unit (5) 11/15/2024 M 746 (7) (7) Class A Common Stock 746 $ 0 749 D
Restricted Stock Unit (5) 11/15/2024 M 149 (8) (8) Class A Common Stock 149 $ 0 593 D
Restricted Stock Unit (5) 11/15/2024 M 1,249 (9) (9) Class A Common Stock 1,249 $ 0 9,989 D
Restricted Stock Unit (5) 11/15/2024 M 827 (10) (10) Class A Common Stock 827 $ 0 5,795 D
Restricted Stock Unit (5) 11/15/2024 M 13,378 (11) (11) Class A Common Stock 13,378 $ 0 0 D
Restricted Stock Unit (5) 11/15/2024 M 1,202 (12) (12) Class A Common Stock 1,202 $ 0 13,222 D
Restricted Stock Unit (5) 11/15/2024 M 171 (13) (13) Class A Common Stock 171 $ 0 516 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Banks Matthew C.
C/O ROKU, INC.
1173 COLEMAN AVE.
SAN JOSE, CA 95110
VP, Corp Controller & CAO

Signatures

/s/ Renee Strandness, attorney-in-fact 11/19/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting of certain RSU awards on November 15, 2024.
(2) Shares sold pursuant to Mr. Banks' 10b5-1 plan.
(3) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.35 to $71.28 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 $71.37 to $71.86 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) Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer.
(6) This RSU vests in sixteen substantially equal quarterly installments. The first installment vested on June 1, 2021.
(7) This RSU vests in twelve substantially equal quarterly installments. The first installment vested on June 1, 2022.
(8) This RSU vests in fifteen substantially equal quarterly installments. The first installment vested on June 1, 2022.
(9) This RSU vests in fifteen substantially equal quarterly installments. The first installment vested on June 1, 2023.
(10) This RSU vests in twelve substantially equal quarterly installments. The first installment vested on November 15, 2023.
(11) This RSU vests in two equal annual installments. The first installment vested on November 15, 2023.
(12) This RSU vests in twelve substantially equal quarterly installments. The first installment vested on November 15, 2024.
(13) This RSU vests in four substantially equal quarterly installments. The first installment vested on November 15, 2024.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.