Gilbert Fuchsberg Form 4 ROKU / Gilbert Fuchsberg ownership change

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

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

1. Name and Address of Reporting Person^*

Fuchsberg Gilbert

(Last)

(First)

(Middle)

C/O ROKU, INC.

1173 COLEMAN AVE.

(Street)

SAN JOSE

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)
SVP, Subscriptions & Corp Dev

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/03/2024		M		6,896	A	$0.0	43,154	D
Class A Common Stock	06/03/2024		F		3,816⁽¹⁾	D	$57.94	39,338	D
Class A Common Stock	06/04/2024		S		1,908⁽²⁾	D	$57.09	37,430	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽³⁾	06/03/2024		M			841	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	841	$0.0	0	D
Restricted Stock Unit	⁽³⁾	06/03/2024		M			889	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	889	$0.0	0	D
Restricted Stock Unit	⁽³⁾	06/03/2024		M			2,543	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	2,543	$0.0	10,169	D
Restricted Stock Unit	⁽³⁾	06/03/2024		M			2,623	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,623	$0.00	23,607	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 June 3, 2024.

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

3. Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer.

4. This RSU vests in four substantially equal quarterly installments. The first installment vested on September 1, 2023.

5. This RSU vests in twelve substantially equal quarterly installments. The first installment vested on September 1, 2021.

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

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

	/s/ Renee Strandness, attorney-in-fact	06/05/2024
	** 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.
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Gilbert Fuchsberg Form 4ROKU / Gilbert Fuchsberg ownership change