Statement of Changes in Beneficial Ownership (4)
2019年5月25日 - 8:44AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Rothrock Ray A.
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2. Issuer Name
and
Ticker or Trading Symbol
ROKU, INC
[
ROKU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ROKU, INC., 150 WINCHESTER CIRCLE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2019
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(Street)
LOS GATOS, CA 95032
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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3/18/2019
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G
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41769
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D
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$61.53
(1)
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41770
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I
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See Footnote
(2)
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Class A Common Stock
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4/3/2019
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J
(3)
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41770
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D
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$0
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0
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I
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See Footnote
(2)
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Class A Common Stock
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4/3/2019
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J
(3)
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41770
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A
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$0
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127973
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D
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Class A Common Stock
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5/24/2019
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M
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2222
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A
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$0
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130195
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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$0
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5/22/2019
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A
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1065
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5/22/2020
(4)
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(4)
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Class A Common Stock
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1065
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$0
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1065
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D
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Stock Option (right to buy)
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$88.02
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5/22/2019
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A
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2937
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6/22/2019
(5)
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5/21/2029
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Class A Common Stock
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2937
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$88.02
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2937
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D
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Restricted Stock Unit
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$0
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5/24/2019
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M
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2222
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5/24/2019
(6)
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(6)
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Class A Common Stock
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2222
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$0
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0
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D
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Explanation of Responses:
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(1)
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Shares donated from indirect ownership by FiftySix Investments to 2011 Rothrock Irrevocable Trust. Mr. Rothrock has no voting or investment control over the shares held by 2011 Rothrock Irrevocable Trust.
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(2)
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Mr. Rothrock is a Manager of FiftySix Investments, LLC and may be deemed to have voting and investment power over the shares held by FiftySix Investments, LLC. Mr. Rothrock disclaims beneficial ownership of such shares, except to the extent of his pecuiary interest therein.
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(3)
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Shares transferred from indirect ownership by FiftySix Investments to direct ownership in Mr. Rothrock's individual account.
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(4)
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This RSU was granted on 5/22/2019 and vests in one installment on the anniversary of the grant date.
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(5)
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The option vests in 12 equal monthly installments beginning on the one month anniversary of the grant date.
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(6)
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This RSU was granted on 5/24/2018 and vests in one installment on the anniversary of the grant date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rothrock Ray A.
C/O ROKU, INC.
150 WINCHESTER CIRCLE
LOS GATOS, CA 95032
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X
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Signatures
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/s/ Christy Lillquist, attorney-in-fact
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5/24/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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