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 *

Wood Anthony J.
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
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and Chairman BOD
(Last)          (First)          (Middle)

C/O ROKU, INC., 150 WINCHESTER CIRCLE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/17/2018
(Street)

LOS GATOS, CA 95032
(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 A Common Stock   9/17/2018     C    122000   A $.16   373592   D  
 
Class A Common Stock   9/17/2018     S    122000   (4) D $70.0392   (5) 251592   D  
 
Class A Common Stock   9/17/2018     S    17500   (4) D $70.0546   (9) 234092   D  
 
Class A Common Stock   9/18/2018     C    72000   A $.16   306092   D  
 
Class A Common Stock   9/18/2018     S    72000   (4) D $72.4302   (6) 234092   D  
 
Class A Common Stock   9/18/2018     S    65000   (4) D $72.4523   (8) 169092   D  
 
Class A Common Stock   9/19/2018     S    2549   (7) D $72.1589   (10) 166543   D  
 
Class A Common Stock   9/19/2018     C    100000   A $.16   266543   D  
 
Class A Common Stock   9/19/2018     S    100000   (4) D $70.2148   (11) 166543   D  
 
Class A Common Stock   9/19/2018     S    42500   (4) D $70.21   (11) 124043   D  
 
Class A Common Stock   9/14/2018     C    525000   A $0   526592   I   Wood Revocable Trust  
Class A Common Stock   9/14/2018     G   V 525000   (12) D $0   1592   I   Wood Revocable Trust  

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
Employee Stock Option (right to buy)   $.16   9/17/2018     M         248150    9/19/2009   (1) 11/17/2018   Class B Common Stock   248150   $.16   248149   D  
 
Class B Common Stock   $.16   9/17/2018     M      248150   (2) (3)        (2) (3) 11/17/2018   Class A Common Stock   248150   $.16   248150   D  
 
Class B Common Stock   $.16   9/17/2018     C         122000      (2) (3) 11/17/2018   Class A Common Stock   248150   $.16   126150   D  
 
Employee Stock Option (right to buy)   $.16   9/18/2018     M         148149    9/19/2009   (1) 11/17/2018   Class B Common Stock   148149   $.16   100000   D  
 
Class B Common Stock   $.16   9/18/2018     M      148149   (2) (3)        (2) (3) 11/17/2018   Class A Common Stock   148149   $.16   274299   D  
 
Class B Common Stock   $.16   9/18/2018     C         72000      (2) (3) 11/17/2018   Class A Common Stock   148149   $.16   202299   D  
 
Employee Stock Option (right to buy)   $.16   9/19/2018     M         100000    9/19/2009   (1) 11/17/2018   Class B Common Stock   100000   $.16   0   D  
 
Class B Common Stock   $.16   9/19/2018     M      100000   (2) (3)        (2) (3) 11/17/2018   Class A Common Stock   100000   $.16   302299   D  
 
Class B Common Stock   $.16   9/19/2018     C         100000      (2) (3) 11/17/2018   Class A Common Stock   100000   $.16   202299   D  
 
Class B Common Stock   $.001   9/19/2018     C         202299   (14)     (2) (3)   (2) (3) Class A Common Stock   202299   $0   0   D  
 
Class B Common Stock   $.001   9/14/2018     C         525000      (2) (3)   (2) (3) Class A Common Stock   525000   $0   20477387   (13) I   Wood Revocable Trust  

Explanation of Responses:
(1)  Granted September 19, 2008. 25% of initial grant vested on September 19, 2009 and the remaining 3/4 vested in equal monthly increments thereafter. The grant was fully vested on September 19, 2012.
(2)  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. 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, (continued on footnote 3)
(3)  (footnote 2 continued), (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.
(4)  Shares sold pursuant to Mr. Wood's 10b5-1 plan.
(5)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.35 to $71.11 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 $69.63 to $74.12 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)  Additional shares sold to cover taxes, pursuant to Mr. Wood's 10b5-1 plan.
(8)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.62 to $74.11 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.
(9)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.41 to $70.99 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.
(10)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.1589 to $72.37 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.
(11)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.52 to $72.37 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.
(12)  The transaction reported involved a gift by the reporting person of 525,000 shares of Class A common stock to a charitable donor advised fund.
(13)  Includes 202,299 shares of Class B common stock subsequently transferred on 9/19/18 as disclosed below.
(14)  Reflects transfer of 202,299 shares of Class B common stock held by Anthony Wood to the Wood Revocable Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wood Anthony J.
C/O ROKU, INC.
150 WINCHESTER CIRCLE
LOS GATOS, CA 95032
X X CEO and Chairman BOD

Signatures
/s/ David Oh, attorney-in-fact 9/19/2018
** 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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