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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

CAROLAN SHAWN T 		2. Issuer Name and Ticker or Trading Symbol

ROKU, INC [ ROKU ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2884 SAND HILL ROAD, SUITE 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/26/2018
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 B Common Stock   3/26/2018     C    23388668   A $0.00   23388668   I   See footnote   (1) (2)
Class B Common Stock   3/26/2018     J (3)    4300000   D   (3) 19088668   (3) I   See footnote   (1) (4)
Class B Common Stock   3/26/2018     J (5)    1063771   A   (5) 1063771   I   See footnote   (1) (6)
Class B Common Stock   3/26/2018     J (7)    1063771   D   (7) 0   I   See footnote   (1) (6)
Class B Common Stock   3/26/2018     J (8)    58232   A   (8) 58232   I   By Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated November 4,  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Class B Common Stock     (9) 3/26/2018     C         23388668      (9)   (9) Class A Common Stock   23388668   $0.00   0   I   See footnote   (1) (2)

Explanation of Responses:
(1)  MV Management X, L.L.C. ("MVM-X") is the sole general partner of Menlo Ventures X, L.P. ("Menlo X"), MMEF X, L.P. ("MMEF X") and Menlo Entrepreneurs Fund X, L.P. ("MEF X" and, collectively with Menlo X and MMEF X, the "Menlo Funds"). MVM-X exercises voting and dispositive power over the shares held by each of the Menlo Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds and MVM-X, except to the extent of his proportionate pecuniary interest therein.
(2)  The shares of Class B Common Stock converted, and the shares of Class A Common Stock received on conversion, were held as follows: (i) 22,795,982 shares held by Menlo X, (ii) 398,925 shares held by MMEF X, and (iii) 193,761 shares held by MEF X.
(3)  Represents a pro rata in kind distribution of shares of Class A Common Stock, without consideration, by each of Menlo X, MMEF X and MEF X to their respective partners, including their general partner, MVM-X, pursuant to a distribution plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The shares were distributed as follows: (i) 4,191,035 shares by Menlo X, (ii) 73,342 shares by MMEF X, and (iii) 35,623 shares by MEF X.
(4)  Following the distributions described in footnote (3), these shares are held as follows: (i) 18,604,947 shares by Menlo X, (ii) 325,583 shares by MMEF X, and (iii) 158,138 shares by MEF X.
(5)  Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (3).
(6)  Shares are held by MVM-X.
(7)  Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members, pursuant to a distribution plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.
(8)  Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 58,232 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MVM-X described in footnote (7), and (ii) 214 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MMEF X described in footnote (3). The shares are held by the Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated November 4, 2010 (the "Trust"). The Reporting Person is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.
(9)  The Class B Common Stock will convert automatically into 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CAROLAN SHAWN T
2884 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 		X X


Signatures
/s/ Shawn T. Carolan, Shawn T. Carolan 3/28/2018
** 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 control number.
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