SEC Form 4 · accession 0000950142-15-001084
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward A Gilhuly
Director
Period of report
May 13, 2015
Accepted (ET)
May 15, 2015 · 5:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001500435
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | May 13, 2015 | J | 3,873 | $0.00 | A | 3,873 | I | By Gilhuly Investment Partners LLC |
| Class A Common StockF2,F3,F4 | May 13, 2015 | S | 42,900 | $50.1737 | D | 3,591,017 | I | By Sageview Capital Master, L.P. |
| Class A Common StockF5,F3,F4 | May 14, 2015 | S | 200,000 | $50.3956 | D | 3,391,017 | I | By Sageview Capital Master, L.P. |
| Class A Common StockF6,F3,F4 | May 15, 2015 | S | 131,600 | $50.3279 | D | 3,259,417 | I | By Sageview Capital Master, L.P. |
| Class A Common StockF7 | holding | — | — | — | 790 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pro rata distribution from a limited partnership to Gilhuly Investment Partners LLC, of which Mr. Gilhuly is the Manager. Mr. Gilhuly may be deemed to share voting and investment power over these shares. Mr. Gilhuly disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Gilhuly for purposes of Section 16 or for any other purposes.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.15 to $50.25, inclusive. The reporting person undertakes to provide to GoPro, Inc., any security holder of GoPro, Inc. 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 ranges set forth in footnotes (2), (5) and (6) to this Form 4.
- F3Shares held by Sageview Capital Master, L.P. ("Sageview Master"). Sageview Capital Partners (A), L.P. ("Sageview A"), Sageview Capital Partners (B), L.P. ("Sageview B") and Sageview Partners (C) (Master), L.P. ("Sageview C") are the shareholders of Sageview Master. Sageview Capital GenPar, Ltd. ("Sageview Ltd") is the sole general partner of each of Sageview Master, Sageview A, Sageview B and Sageview C. Sageview Capital GenPar, L.P. ("Sageview GenPar") is the sole shareholder of Sageview Ltd. Sageview Capital MGP, LLC is the sole general partner of Sageview GenPar. (con't in FN 4)
- F4(con't from FN3) Edward Gilhuly is a managing member and controlling person of Sageview Capital MGP, LLC. As a managing member of Sageview Capital MGP, LLC, Mr. Gilhuly may be deemed to share voting and investment power over these shares. Mr. Gilhuly disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Gilhuly for purposes of Section 16 or for any other purposes.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.15 to $50.59, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.10 to $50.62, inclusive.
- F7Mr. Gilhuly is a managing and control person of Sageview Capital LP ("Sageview Capital"). These shares were issued to Mr. Gilhuly as part of the annual retainer for his board service. Pursuant to the terms of his arrangement with Sageview Capital and certain related entities, the right to receive such shares will be transferred immediately after vesting to Sageview Capital. Mr. Gilhuly disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Gilhuly for purposes of Section 16 or for any other purposes.