SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Banks Matthew C.

(Last)

(First)

(Middle)

C/O ROKU, INC.

1155 COLEMAN AVE.

(Street)

SAN JOSE

95110

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Corp Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/01/2023		M		2,502	A	$0.0	7,276	D
Class A Common Stock	09/05/2023		S		1,259⁽¹⁾	D	$82.69	6,017	D
Class A Common Stock	09/06/2023		S		205⁽²⁾	D	$92.89	5,812	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽³⁾	09/01/2023		M			359	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	359	$0.0	2,157	D
Restricted Stock Unit	⁽³⁾	09/01/2023		M			746	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	746	$0.0	4,485	D
Restricted Stock Unit	⁽³⁾	09/01/2023		M			148	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	148	$0.0	1,336	D
Restricted Stock Unit	⁽³⁾	09/01/2023		M			1,249	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,249	$0.0	16,232	D

Explanation of Responses:

1. These shares were sold by the Issuer in order to meet the tax withholding obligations of the reporting person in connection with the vesting of certain RSU awards on September 1, 2023.

2. Shares sold pursuant to Mr. Banks's 10b5-1 plan.

3. Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer.

4. This RSU vests in sixteen substantially equal quarterly installments. The first installment vested on June 1, 2021.

5. This RSU vests in twelve substantially equal quarterly installments. The first installment vested on June 1, 2022.

6. This RSU vests in fifteen substantially equal quarterly installments. The first installment vested on June 1, 2022.

7. This RSU vests in sixteen substantially equal quarterly installments, with two such installments vesting on June 1, 2023.

	/s/ Renee Strandness, attorney-in-fact	09/06/2023
	** 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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