SEC Form 4 · accession 0001209191-15-019287

GoPro, Inc. · GPRO

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

Reporting owners

Officer — CEO, Chairman of the Board · Director · 10% Owner

10% Owner

Period of report

Feb 25, 2015

Accepted (ET)

Feb 26, 2015 · 8:17 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001500435

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F3,F1	—	Feb 25, 2015	D	180,000	D	—	—	Class A Common Stock	180,000	39,223,689	I

F1Each 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.
F2In a transaction that was exempt under Rule 16(b)-3(e), the Reporting Person contributed the shares to the Issuer per the terms of a Contribution Agreement dated December 28, 2011, whereby the Reporting Person agreed to contribute an equal number of shares of Class B Common Stock to the Issuer upon the exercise of stock options held by a certain employee of the Issuer. The Reporting Person received no consideration in exchange for the contributed shares.
F3The Reporting Person and his spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.