Roku : Amendment to a previously filed 4

SEC Form 4

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	OMB APPROVAL
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
OMB Number:	3235-0287
	Estimated average burden
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934	hours per response:	0.5
or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

Wood Anthony J.

ROKU, INC[ ROKU ]

(Check all applicable)

X

Director

X

10% Owner

X

Officer (give title

Other (specify

(Last)

(First)

(Middle)

below)

below)

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

CEO and Chairman BOD

C/O ROKU, INC.

03/02/2020

150 WINCHESTER CIRCLE

(Street)

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

LOS GATOS

CA

95032

03/04/2020

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction

2A. Deemed

3.

4. Securities Acquired (A) or Disposed

5. Amount of

6. Ownership

7. Nature of

Date

Execution Date,

Transaction

Of (D) (Instr. 3, 4 and 5)

Securities

Form: Direct

Indirect

(Month/Day/Year)

if any

Code (Instr.

Beneficially

(D) or Indirect

Beneficial

(Month/Day/Year)

8)

Owned Following

(I) (Instr. 4)

Ownership

Reported

(Instr. 4)

Code

V

Amount

(A) or

Price

Transaction(s)

(D)

(Instr. 3 and 4)

Wood

Class A Common Stock

03/02/2020

C

25,000(1)(2)

A

(1)

61,592

I

Revocable

Trust

Class A Common Stock

03/02/2020

C

10,000(2)

A

$2.76

71,592

D

Wood

Class A Common Stock

03/02/2020

S

4,113(3)

D

$112.0572(4)

67,479

I

Revocable

Trust

Wood

Class A Common Stock

03/02/2020

S

9,017(3)

D

$112.9917(5)

58,462

I

Revocable

Trust

Wood

Class A Common Stock

03/02/2020

S

12,036(3)

D

$114.044(6)

46,426

I

Revocable

Trust

Wood

Class A Common Stock

03/02/2020

S

8,640(3)

D

$114.9349(7)

37,786

I

Revocable

Trust

Wood

Class A Common Stock

03/02/2020

S

1,194(3)

D

$115.6487(8)

36,592

I

Revocable

Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number of

6. Date Exercisable and

7. Title and Amount

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

Derivative Securities

Expiration Date

of Securities

Derivative

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Acquired (A) or

(Month/Day/Year)

Underlying

Security

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Disposed of (D) (Instr.

Derivative Security

(Instr. 5)

Beneficially

Direct (D)

Ownership

Derivative

3, 4 and 5)

(Instr. 3 and 4)

Owned

or Indirect

(Instr. 4)

Security

Following

(I) (Instr. 4)

Amount

Reported

or

Transaction(s)

Number

(Instr. 4)

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Class B

25,000(1)(2)

(1)

(1)

Class A

25,000

Wood

Common

$0

03/02/2020

C

Common

$0

18,690,233

I

Revocable

Stock

Stock

Trust

Employee

Stock

10,000(2)

(9)

Class B

10,000

Option

$2.76

03/02/2020

M

07/24/2022

Common

$2.76

1,323,333

D

(Right to

Stock

Buy)

Class B

10,000(2)

(1)

Class A

10,000

Common

$2.76

03/02/2020

M

07/24/2022

Common

$2.76

10,000

D

Stock

Stock

Class B

10,000(2)

(1)

Class A

10,000

Common

$2.76

03/02/2020

C

07/24/2022

Common

$2.76

0

D

Stock

Stock

Employee

Stock

03/02/2020(9)

Class A

843

$0.0(10)

Option

$114.67

03/02/2020

A

843

02/28/2030

Common

843

D

(right to

Stock

buy)

Explanation of Responses:

1. 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.
2. This Amendment is filed to correct entries relating to Securities Acquired and Disposed of and Derivative Securities Acquired and Disposed of, as reported previously on the Form 4 filed on March 4, 2020 (the "Original Filing"). On March 2, 2020, Mr. Wood acquired 10,000 shares of Securities through the exercise of an employee stock option and 25,000 shares of Securities through a conversion of Class B Common Stock. The Original Filing indicated that, on March 2, 2020, Mr. Wood acquired 35,000 shares of Securities through conversion of Class B Common Stock.

1. Shares sold pursuant to a Rule 10b5-1 Sales Plan.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.47 to $112.42 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.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.47 to $113.46 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.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.48 to $114.47 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.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.48 to $115.47 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.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.48 to $115.91 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.
7. This stock option is fully vested.
8. This stock option was awarded to the Reporting Person by the Issuer's Compensation Committee of the Board of Directors pursuant to the Issuer's Executive Supplemental Stock Option Program in exchange for a reduction in annual base salary of the Reporting Person of $33,333.33.

Remarks:

/s/ Christy Lillquist, attorney-in-	03/13/2020
fact
** 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).

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