SEC Form 4 · accession 0001209191-15-047782
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth A Goldman
Director
Period of report
May 26, 2015
Accepted (ET)
May 28, 2015 · 9:31 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,F2 | May 26, 2015 | S | 740 | $53.3202 | D | 248 | D | |
| Class A Common Stock | May 27, 2015 | C | 5,000 | $0.00 | A | 5,248 | D | |
| Class A Common StockF3 | May 27, 2015 | S | 5,000 | $53.3853 | D | 248 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F4 | $16.19 | May 27, 2015 | M | 5,000 | D | — | Dec 12, 2023 | Class B Common Stock | 5,000 | 95,000 | D |
| Class B Common StockF5 | — | May 27, 2015 | M | 5,000 | A | — | — | Class A Common Stock | 5,000 | 5,000 | D |
| Class B Common StockF5 | — | May 27, 2015 | C | 5,000 | D | — | — | Class A Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $53.317 to $53.325, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
- F2The award of restricted stock units, representing a total of 988 shares, vested 25% on each of September 2, 2014, December 2, 2014 and March 2, 2015, and the remaining will vest upon the earlier of (i) the date of the Issuer's annual stockholder meeting or (ii) June 30, 2015.
- F3The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $53.3808 to $53.3898, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
- F41/4 of the underlying shares vested on December 13, 2014, and 1/48 of the underlying shares vest monthly thereafter, subject to the Reporting Person's continuous service.
- F5Each 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.