SEC Form 5 · accession 0001140361-15-006553

GoPro, Inc. · GPRO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

10% Owner

10% Owner

Period of report

Dec 31, 2014

Accepted (ET)

Feb 13, 2015 · 3:55 pm EST

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 Stock^F1	Jul 1, 2014	C	1,053,493	$0.00	A	1,053,493	I	By Subsidiary
Class A Common Stock^F1	Jul 1, 2014	S	1,053,493	$22.56	D	0	I	By Subsidiary
Class A Common Stock^F1	Nov 25, 2014	C	1,030,000	$0.00	A	1,030,000	I	By Subsidiary
Class A Common Stock^F1	Nov 25, 2014	S	1,030,000	$72.375	D	0	I	By Subsidiary
Class A Common Stock^F1	Dec 3, 2014	C	211,354	$0.00	A	211,354	I	By Subsidiary
Class A Common Stock^F1	Dec 3, 2014	S	211,354	$72.375	D	0	I	By Subsidiary

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F2	—	Jul 1, 2014	C	1,053,493	D	—	—	Class A Common Stock	1,053,493	10,655,834	I
Class B Common Stock^F1,F2	—	Nov 25, 2014	C	1,030,000	D	—	—	Class A Common Stock	1,030,000	9,625,834	I
Class B Common Stock^F1,F2	—	Dec 3, 2014	C	211,354	D	—	—	Class A Common Stock	211,354	9,414,480	I
Class B Common Stock^F1,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	11,709,327	11,709,327	I

F1Owned directly by Foxteq Holdings Inc. ("Foxteq") and indirectly by (i) Foxconn (Far East) Ltd. ("Foxconn"), which is the manager of Foxteq, and (ii) Hon Hai Precision Ind. Co., Ltd. ("Hon Hai"), which is the manager of Foxconn. Previous filings on Form 3 and Forms 4 by Foxteq disclosed this holding and these transactions and the relationship of Foxconn and Hon Hai with Foxteq but did not include Foxconn or Hon Hai as Reporting Owners.
F2Each 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 is also convertible into Class A Common Stock on the same basis upon any transfer, whether or not for value, except for "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the date when the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of Common Stock then outstanding.
F3Foxconn and Hon Hai indirectly owned 11,709,327 shares of Class B Common Stock on June 25, 2014, the date that the Issuer's initial registration statement was declared effective.