Form 4 - Statement of changes in beneficial ownership of securities

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).
X	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Banks Matthew C. (Last) (First) (Middle) C/O ROKU, INC. 1173 COLEMAN AVE. (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) VP, Corp Controller & CAO
	3. Date of Earliest Transaction (Month/Day/Year) 11/15/2024
	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	11/15/2024		M		18,081	A	$0.0	24,924	D
Class A Common Stock	11/15/2024		F		8,967(1)	D	$68.87	15,957	D
Class A Common Stock	11/18/2024		S		4,628(2)	D	$70.91(3)	11,329	D
Class A Common Stock	11/18/2024		S		2,325(2)	D	$71.59(4)	9,004	D
Class A Common Stock	11/18/2024		S		1,740	D	$72.66	7,264	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	(5)	11/15/2024		M			359	(6)	(6)	Class A Common Stock	359	$0.0	360	D
Restricted Stock Unit	(5)	11/15/2024		M			746	(7)	(7)	Class A Common Stock	746	$0.0	749	D
Restricted Stock Unit	(5)	11/15/2024		M			149	(8)	(8)	Class A Common Stock	149	$0.0	593	D
Restricted Stock Unit	(5)	11/15/2024		M			1,249	(9)	(9)	Class A Common Stock	1,249	$0.0	9,989	D
Restricted Stock Unit	(5)	11/15/2024		M			827	(10)	(10)	Class A Common Stock	827	$0.0	5,795	D
Restricted Stock Unit	(5)	11/15/2024		M			13,378	(11)	(11)	Class A Common Stock	13,378	$0.0	0	D
Restricted Stock Unit	(5)	11/15/2024		M			1,202	(12)	(12)	Class A Common Stock	1,202	$0.0	13,222	D
Restricted Stock Unit	(5)	11/15/2024		M			171	(13)	(13)	Class A Common Stock	171	$0.0	516	D

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting of certain RSU awards on November 15, 2024.

2. Shares sold pursuant to Mr. Banks' 10b5-1 plan.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.35 to $71.28 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 $71.37 to $71.86 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. Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer.

6. This RSU vests in sixteen substantially equal quarterly installments. The first installment vested on June 1, 2021.

7. This RSU vests in twelve substantially equal quarterly installments. The first installment vested on June 1, 2022.

8. This RSU vests in fifteen substantially equal quarterly installments. The first installment vested on June 1, 2022.

9. This RSU vests in fifteen substantially equal quarterly installments. The first installment vested on June 1, 2023.

10. This RSU vests in twelve substantially equal quarterly installments. The first installment vested on November 15, 2023.

11. This RSU vests in two equal annual installments. The first installment vested on November 15, 2023.

12. This RSU vests in twelve substantially equal quarterly installments. The first installment vested on November 15, 2024.

13. This RSU vests in four substantially equal quarterly installments. The first installment vested on November 15, 2024.

	/s/ Renee Strandness, attorney-in-fact	11/19/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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