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).
1. Name and Address of Reporting Person *
KAY STEPHEN H
(Last) (First) (Middle)
C/O ROKU, INC.
1155 COLEMAN
(Street)
SAN JOSE CA 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)
SVP General Counsel, Secretary
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2020
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/09/2020   G V 8,500 D $ 0 77,312 D  
Class A Common Stock 11/16/2020   M   2,636 A $ 0 79,948 D  
Class A Common Stock 11/17/2020   S   1,324 (1) D $ 237.8066 78,624 D  
Class A Common Stock 11/18/2020   S   1,312 (2) D $ 235.75 77,312 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
Restricted Stock Unit $ 0 11/16/2020   M     2,636   (3) 08/18/2028 Class A Common Stock 2,636 $ 0 10,546 D  
Explanation of Responses:
1. These shares were sold by the Company in order to meet the tax withholding obligations of the award holder in connection with the vesting of an installment of the restricted stock unit award.
2. Shares sold pursuant to Mr. Kay's 10b5-1 plan.
3. This RSU vests ratably in 16 quarterly installments. The first installment vested on March 1, 2020.
/s/ Christy Lillquist, attorney-in-fact 11/18/2020
** 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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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



 

 

 

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