SEC Form 4 · accession 0001209191-15-048591
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack R Lazar
Officer — Chief Financial Officer
Period of report
May 28, 2015
Accepted (ET)
Jun 1, 2015 · 9:39 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 28, 2015 | C | 75,000 | $0.00 | A | 94,480 | D | |
| Class A Common StockF2 | May 28, 2015 | S | 75,000 | $55.03 | D | 19,480 | 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)F3 | $16.22 | May 28, 2015 | M | 75,000 | D | — | Jan 28, 2024 | Class B Common Stock | 75,000 | 776,175 | D |
| Class B Common StockF4 | — | May 28, 2015 | M | 75,000 | A | — | — | Class A Common Stock | 75,000 | 93,040 | D |
| Class B Common StockF4 | — | May 28, 2015 | C | 75,000 | D | — | — | Class A Common Stock | 75,000 | 18,040 | D |
Explanation of responses
- F1Includes 1,600 shares acquired under the Issuer's employee stock purchase plan on February 13, 2015.
- F2The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2015.
- F3When both ISO and NQ Stock Options granted on January 29, 2014 are combined, they vest over five years of continuous service as follows: 1/5 of the underlying shares vest on January 24, 2015, and 1/60 of the underlying shares vest monthly thereafter, subject to the Reporting Person's continuous service.
- F4Each 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.