SEC Form 4 · accession 0001209191-15-041361
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Nicholas Woodman
Officer — CEO, Chairman of the Board · Director · 10% Owner
Period of report
May 11, 2015
Accepted (ET)
May 11, 2015 · 9:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001500435
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4,F1 | — | May 11, 2015 | D | 4,678,180 | D | — | — | Class A Common Stock | 4,678,180 | 34,185,509 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 916,666 | 916,666 | D |
Explanation of responses
- 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 shares were contributed to the Issuer without consideration per the terms of a Contribution Agreement dated December 28, 2011 (the "Agreement"), as amended by an Amendment to Contribution Agreement dated December 28, 2011 which was entered into between the Issuer and the Reporting Person on May 11, 2015 (together with the Agreement, the "Amended Agreement").
- F3Under the Agreement, the Reporting Person agreed to contribute back to the Issuer from time to time the same number of shares of Class B Common Stock as are issued to a certain employee of the Issuer upon exercise of certain stock options held by such employee as specified in the Agreement. Pursuant to the Amended Agreement, the Reporting Person has contributed back to the Issuer 4,678,180 shares of Class B Common Stock, representing all of the remaining shares subject to the contribution obligations in the Agreement, in a single transaction in full satisfaction of the Reporting Person's obligations under the Agreement. Upon completion of this transaction, the Amended Agreement was terminated in its entirety.
- F4The Reporting Person and his spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
Remarks
No shares were sold in transactions covered by this report.