X0306 4/A 2020-03-02 2020-03-04 0001428439 ROKU, INC ROKU 0001716837 Wood Anthony J. C/O ROKU, INC. 150 WINCHESTER CIRCLE LOS GATOS CA 95032 1 1 1 0 CEO and Chairman BOD Class A Common Stock 2020-03-02 4 C 0 25000 A 61592 I Wood Revocable Trust Class A Common Stock 2020-03-02 4 C 0 10000 2.76 A 71592 D Class A Common Stock 2020-03-02 4 S 0 4113 112.0572 D 67479 I Wood Revocable Trust Class A Common Stock 2020-03-02 4 S 0 9017 112.9917 D 58462 I Wood Revocable Trust Class A Common Stock 2020-03-02 4 S 0 12036 114.044 D 46426 I Wood Revocable Trust Class A Common Stock 2020-03-02 4 S 0 8640 114.9349 D 37786 I Wood Revocable Trust Class A Common Stock 2020-03-02 4 S 0 1194 115.6487 D 36592 I Wood Revocable Trust Class B Common Stock 0 2020-03-02 4 C 0 25000 0 D Class A Common Stock 25000 18690233 I Wood Revocable Trust Employee Stock Option (Right to Buy) 2.76 2020-03-02 4 M 0 10000 2.76 D 2022-07-24 Class B Common Stock 10000 1323333 D Class B Common Stock 2.76 2020-03-02 4 M 0 10000 2.76 A 2022-07-24 Class A Common Stock 10000 10000 D Class B Common Stock 2.76 2020-03-02 4 C 0 10000 2.76 D 2022-07-24 Class A Common Stock 10000 0 D Employee Stock Option (right to buy) 114.67 2020-03-02 4 A 0 843 0.0 A 2020-03-02 2030-02-28 Class A Common Stock 843 843 D 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. 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. Shares sold pursuant to a Rule 10b5-1 Sales Plan. 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. 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. 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. 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. 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. This stock option is fully vested. 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. /s/ Christy Lillquist, attorney-in-fact 2020-03-13