11/10/2026 | Press release | Distributed by Public on 11/10/2026 19:21
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $35.99 | 11/06/2026 | D | 5,856 | (2) | 05/23/2028 | Class A Common Stock | 5,856 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $69.1 | 11/06/2026 | D | 3,895 | (2) | 06/07/2033 | Class A Common Stock | 3,895 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $57.97 | 11/06/2026 | D | 3,652 | (2) | 06/05/2034 | Class A Common Stock | 3,652 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $92.37 | 11/06/2026 | D | 3,423 | (2) | 06/08/2032 | Class A Common Stock | 3,423 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $80.48 | 11/06/2026 | D | 3,140 | (2) | 06/10/2035 | Class A Common Stock | 3,140 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $88.02 | 11/06/2026 | D | 2,937 | (2) | 05/21/2029 | Class A Common Stock | 2,937 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $113.8 | 11/06/2026 | D | 2,535 | (2) | 06/09/2030 | Class A Common Stock | 2,535 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $119.64 | 11/06/2026 | D | 1,745 | (5) | 06/10/2036 | Class A Common Stock | 1,745 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $347.81 | 11/06/2026 | D | 954 | (2) | 06/09/2031 | Class A Common Stock | 954 | $ 0 (6) | 0 | D | ||||
| Restricted Stock Unit | (7) | 11/06/2026 | D | 1,027 | (8) | (8) | Class A Common Stock | 1,027 | (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hastings Jeff C/O ROKU, INC. 1173 COLEMAN AVE. SAN JOSE, CA 95110 |
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| /s/ Renee Strandness, attorney-in-fact | 11/10/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On November 6, 2026, Roku, Inc. ("Roku" or the "Company") and Fox Corporation ("FOX") completed the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2026, by and among Roku, Fox, Falcon Merger Sub 1, Inc. ("Merger Sub 1") and Falcon Merger Sub 2, LLC ("Merger Sub 2") (the "Mergers"). Pursuant to the terms of the Merger Agreement, each share of Class A Common Stock and Class B Common Stock (if any) of Roku (together, "Company Common Stock") held by the Reporting Person that was outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive (A) 0.9799 shares of FOX Class A Common Stock (together with cash in lieu of fractional shares), without interest, and (B) $95.30 in cash, without interest (together, the "Merger Consideration"). |
| (2) | This option is fully vested. |
| (3) | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Company Common Stock ("Company Option") that was an In-the-Money Company Option (as defined in the Merger Agreement) and that was vested, outstanding and unexercised immediately prior to the Effective Time (each, a "Vested In-the-Money Company Option") was cancelled and automatically converted into the right to receive, without interest and subject to deduction for any required withholding, for each share of Company Common Stock subject to such Vested In-the-Money Company Option immediately prior to the Effective Time, the Merger Consideration reduced by the applicable per share exercise price for such Vested In-the-Money Company Option, which was paid in the same proportion of FOX Class A Common Stock and cash as the Merger Consideration (the "Vested Company Option Consideration"). |
| (4) | The value of Merger Consideration for purposes of determining the Vested Company Option Consideration was determined based on the closing trading price of FOX Class A Common Stock on November 5, 2026. |
| (5) | Pursuant to the Roku, Inc. Non-Employee Director Compensation Policy, this option became fully vested immediately prior to the Effective Time. |
| (6) | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each Company Option that was an Out-of-the-Money Company Option (as defined in the Merger Agreement) and that was outstanding and unexercised immediately prior to the Effective Time was cancelled as of the Effective Time for no consideration. |
| (7) | Each RSU represented a contingent right to receive one share of Class A Common Stock of the Company. |
| (8) | Pursuant to the Roku, Inc. Non-Employee Director Compensation Policy, this restricted stock unit became fully vested immediately prior to the Effective Time, and pursuant to the terms of the Merger Agreement was cancelled and converted into the right to receive, without interest and subject to deduction for any required withholding, the Merger Consideration in respect of each share of Company Common Stock that was subject to such restricted stock unit. |