0001716837-20-000085.txt : 20200512 0001716837-20-000085.hdr.sgml : 20200512 20200512202946 ACCESSION NUMBER: 0001716837-20-000085 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200512 FILED AS OF DATE: 20200512 DATE AS OF CHANGE: 20200512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAY STEPHEN H CENTRAL INDEX KEY: 0001247487 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38211 FILM NUMBER: 20870751 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD., 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90028 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROKU, INC CENTRAL INDEX KEY: 0001428439 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 262087865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1155 COLEMAN AVENUE CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 408-446-1459 MAIL ADDRESS: STREET 1: 1155 COLEMAN AVENUE CITY: SAN JOSE STATE: CA ZIP: 95110 FORMER COMPANY: FORMER CONFORMED NAME: ROKU INC DATE OF NAME CHANGE: 20080228 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2020-05-12 0001428439 ROKU, INC ROKU 0001247487 KAY STEPHEN H C/O ROKU, INC. 1155 COLEMAN SAN JOSE CA 95110 0 1 0 0 SVP General Counsel, Secretary Class A Common Stock 2020-05-12 4 C 0 10000 5.64 A 95812 D Class A Common Stock 2020-05-12 4 S 0 452 127.2335 D 95360 D Class A Common Stock 2020-05-12 4 S 0 609 128.0349 D 94751 D Class A Common Stock 2020-05-12 4 S 0 1656 129.606 D 93095 D Class A Common Stock 2020-05-12 4 S 0 1597 130.7523 D 91498 D Class A Common Stock 2020-05-12 4 S 0 966.0 131.5167 D 90532.0 D Class A Common Stock 2020-05-12 4 S 0 2347 132.8878 D 88185 D Class A Common Stock 2020-05-12 4 S 0 1955 133.5553 D 86230 D Class A Common Stock 2020-05-12 4 S 0 418 134.3937 D 85812 D Employee Stock Option (Right to Buy) 5.64 2020-05-12 4 M 0 10000 5.64 D 2026-11-07 Class B Common Stock 10000 53603 D Class B Common Stock 5.64 2020-05-12 4 M 0 10000 5.64 A 2026-11-07 Class A Common Stock 10000 10000 D Class B Common Stock 5.64 2020-05-12 4 C 0 10000 5.64 D 2026-11-07 Class A Common Stock 10000 0 D Shares sold pursuant to Mr. Kay's 10b5-1 plan. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.97 to $127.84 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.98 to $128.18 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.12 to $130.09 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.17 to $131.09 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.20 to $132.14 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.22 to $133.16 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.22 to $134.21 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.22 to $134.68 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. This stock option is fully vested. 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. /s/ Christy Lillquist, attorney-in-fact 2020-05-12 EX-24 2 attach_1.htm

POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and appoints each of Christy Lillquist,

Mark Tanoury, John McKenna and Seth Gottlieb, signing individually, the undersigned's true and lawful attorneys-in

fact and agents to:

       (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an

officer, director or beneficial owner of more than 10% of a registered class of securities of Roku,

Inc. (the "Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance with

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the

rules thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;

       (2) do and perform any and all acts for and on behalf of the undersigned that may be

necessary or desirable to execute such Forms 3, 4 or 5 or Form ID (including any amendments

thereto) and timely file such forms with the United States Securities and Exchange Commission

and any stock exchange or similar authority; and

       (3) take any other action of any nature whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally

required by, the undersigned, it being understood that the documents executed by such attorney-

in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-

fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and

perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise

of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of substitution or revocation, hereby ratifying and

confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully

do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The

undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request

of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the

undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of

and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed

writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until

such attorney-in-fact is no longer employed by the Company or Cooley LLP.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

March 29, 2019.



/s/ Stephen H. Kay

Stephen H. Kay









201606082 v1