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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MV Management X, L.L.C. (Last) (First) (Middle) 2884 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/26/2018
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 B Common Stock	03/26/2018		C		23,388,668	A	$0.00	23,388,668	I	See footnote(1)(2)
Class B Common Stock	03/26/2018		J(3)		4,300,000	D	(3)	19,088,668(3)	I	See footnote(1)(4)
Class B Common Stock	03/26/2018		J(5)		1,063,771	A	(5)	1,063,771	D
Class B Common Stock	03/26/2018		J(6)		1,063,771	D	(6)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(7)	03/26/2018		C			23,388,668	(7)	(7)	Class A Common Stock	23,388,668	$0.00	0	I	See footnote(1)(2)

1. Name and Address of Reporting Person* MV Management X, L.L.C. (Last) (First) (Middle) 2884 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Menlo Ventures X L P (Last) (First) (Middle) 2884 SAND HILL ROAD, SUITE 100 MENLO PARK (Street) 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MENLO ENTREPRENEURS FUND X LP (Last) (First) (Middle) 2884 SAND HILL ROAD, SUITE 100 MENLO PARK (Street) 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MMEF X LP (Last) (First) (Middle) 2884 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. MV Management X, L.L.C. ("MVM-X") is the sole general partner of Menlo Ventures X, L.P. ("Menlo X"), MMEF X, L.P. ("MMEF X") and Menlo Entrepreneurs Fund X, L.P. ("MEF X" and, collectively with Menlo X and MMEF X, the "Menlo Funds"). MVM-X exercises voting and dispositive power over the shares held by each of the Menlo Funds. Each of the reporting persons disclaims beneficial ownership of the shares reported herein, except to the extent of its proportionate pecuniary interest therein.

2. The shares of Class B Common Stock converted, and the shares of Class A Common Stock received on conversion, were held as follows: (i) 22,795,982 shares held by Menlo X, (ii) 398,925 shares held by MMEF X, and (iii) 193,761 shares held by MEF X.

3. Represents a pro rata in kind distribution of shares of Class A Common Stock, without consideration, by each of Menlo X, MMEF X and MEF X to their respective partners, including their general partner, MVM-X, pursuant to a distribution plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The shares were distributed as follows: (i) 4,191,035 shares by Menlo X, (ii) 73,342 shares by MMEF X, and (iii) 35,623 shares by MEF X.

4. Following the distributions described in footnote (3), these shares are held as follows: (i) 18,604,947 shares by Menlo X, (ii) 325,583 shares by MMEF X, and (iii) 158,138 shares by MEF X.

5. Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (3).

6. Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members, pursuant to a distribution plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.

7. The Class B Common Stock will convert automatically into 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.

Remarks:

	MV Management X, L.L.C., /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member	03/28/2018
	Menlo Ventures X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member	03/28/2018
	Menlo Entrepreneurs Fund X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member	03/28/2018
	MMEF X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member	03/28/2018
	** Signature of Reporting Person	Date
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