SEC Form 4 · accession 0001209191-15-051671
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael E Marks
Director
Period of report
Jun 5, 2015
Accepted (ET)
Jun 9, 2015 · 8:59 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 StockF2,F1,F3,F4 | Jun 5, 2015 | J | 805 | — | A | 14,384 | I | By Riverwood Capital L.P. |
| Class A Common StockF2,F5,F6 | Jun 5, 2015 | J | 181 | — | A | 181 | I | By RWCP Capital L.P. |
| Class A Common StockF2,F7,F8 | Jun 5, 2015 | J | 650 | — | A | 61,528 | D | |
| Class A Common StockF2,F7,F3,F4 | Jun 5, 2015 | J | 650 | — | D | 13,734 | I | By Riverwood Capital L.P. |
| Class A Common StockF2,F9,F8 | Jun 5, 2015 | J | 181 | — | A | 61,709 | D | |
| Class A Common StockF2,F9,F6 | Jun 5, 2015 | J | 181 | — | D | 0 | I | By RWCP Capital L.P. |
| Class A Common StockF10,F11,F12 | Jun 8, 2015 | A | 757 | $0.00 | A | 62,466 | D | |
| Class A Common StockF2,F6 | holding | — | — | — | 6 | I | By RWCP Capital GP Ltd. | |
| Class A Common StockF2,F4 | holding | — | — | — | 40 | I | By Riverwood Capital GP Ltd. | |
| Class A Common StockF13 | holding | — | — | — | 21,821 | I | By WB Investors, LLC |
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)F11,F14 | $59.40 | Jun 8, 2015 | A | 6,049 | A | — | Jun 7, 2025 | Class A Common Stock | 6,049 | 6,049 | D |
Explanation of responses
- F1Received in connection with a pro rata distribution (such distribution, the "Fund Distribution") from Riverwood Capital Partners, L.P. ("Capital Partners") to its general partner, Riverwood Capital, L.P. ("Riverwood LP"). Pursuant to the respective limited partnership agreements of Capital Partners and Riverwood LP, such shares of Class A Common Stock were received in respect of carried interest obligations and will be deemed to be valued for those purposes at the average trading price of such shares of Class A Common Stock in the ten trading days prior to May 13, 2015 and the ten trading days following such date (excluding May 13, 2015).
- F10Represents awards of restricted stock units that will vest 25% on each of September 8, 2015, December 8, 2015, March 8, 2016 and upon the earlier of (i) the date of the Issuer's annual stockholder meeting or (ii) June 8, 2016.
- F11The Reporting Person is a managing and control person of Riverwood Capital Management L.P. ("Riverwood Capital"). The security was issued to Mr. Michael E. Marks as part of the annual retainer for his board service. Pursuant to the terms of his arrangement with Riverwood Capital and certain related entities, the right to receive such shares will be transferred immediately after exercise or vesting, as applicable, to Riverwood Capital.
- F12Includes 1,646 shares of Class A Common Stock in connection with service by Mr. Marks on the board of directors of the Issuer. Pursuant to the terms of his arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, Mr. Marks is obligated to transfer such shares of Class A Common Stock following vesting to Riverwood Capital. Mr. Marks disclaims beneficial ownership of these shares of Class A Common Stock except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Marks for purposes of Section 16 or for any other purposes.
- F13Mr. Marks is Manager of WB Investors, LLC ("WB"). The members of WB are Epping Investment Holdings, LLC, which Mr. Marks controls, and certain trusts controlled by Mr. Marks and for the benefit of Mr. Marks and members of his immediately family.
- F14The option vests as follows: 100% of the shares will vest upon the earlier of (i) the date of the Issuer's annual stockholder meeting or (ii) June 8, 2016.
- F2Represents only shares of Class A Common Stock in which Mr. Marks may be deemed to have a pecuniary interest.
- F3Includes 13,734 shares of Class A Common Stock held by Riverwood LP in escrow for the benefit of Mr. Marks, subject to release in accordance with the terms of such fund's limited partnership agreement. Mr. Marks has dispositive power over the shares of Class A Common Stock held for his benefit by Riverwood LP and bears the investment risk of such shares of Class A Common Stock.
- F4Riverwood Capital GP Ltd. ("Riverwood GP") is the general partner of Riverwood LP. Mr. Marks is Chief Executive Officer, one of three directors, one of six members of the investment committee and one of a number of shareholders of Riverwood GP. Mr. Marks does not have voting or dispositive power over the shares of Class A Common Stock held by Riverwood GP as Chief Executive Officer; such powers reside with the directors, the investment committee and/or the shareholders. Mr. Marks disclaims beneficial ownership of shares of Class A Common Stock held by Riverwood LP, Riverwood GP and the Funds, except to the extent of Mr. Marks's pecuniary interest therein.
- F5Received in connection with a pro rata distribution (such distribution, the "RWCP Distribution") from RWCP Holdings, L.P. to its general partner, RWCP Capital L.P. ("RWCP"). Pursuant to the respective limited partnership agreements of RWCP Holdings, L.P. and RWCP, such shares of Class A Common Stock were received in respect of carried interest obligations and will be deemed to be valued for those purposes at the average trading price of such shares of Class A Common Stock in the ten trading days prior to in the ten trading days prior to May 13, 2015 and the ten trading days following such date (excluding May 13, 2015).
- F6RWCP Capital GP Ltd. ("RWCP GP") is the general partner of RWCP. Mr. Marks is Chief Executive Officer, one of three directors and one of a number of shareholders of RWCP GP. Mr. Marks does not have voting or dispositive power over the shares of Class A Common Stock held by RWCP GP as Chief Executive Officer; such powers reside with the directors, the investment committee of Riverwood GP and/or the shareholders of RWCP GP. Mr. Marks disclaims beneficial ownership of shares of Class A Common Stock held by RWCP Holdings, L.P., RWCP and RWCP GP, except to the extent of Mr. Marks's pecuniary interest therein.
- F7In connection with the Fund Distribution, Riverwood LP made a pro rata distribution of the Issuer's shares of Class A Common Stock acquired in the Fund Distribution in accordance with the terms of its limited partnership agreement.
- F8Includes 889 shares of Class A Common Stock in connection with service by Mr. Marks on the board of directors of the Issuer. Pursuant to the terms of his arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, Mr. Marks is obligated to transfer such shares of Class A Common Stock following vesting to Riverwood Capital. Mr. Marks disclaims beneficial ownership of these shares of Class A Common Stock except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Marks for purposes of Section 16 or for any other purposes.
- F9In connection with the RWCP Distribution, RWCP made a pro rata distribution of the shares of Class A Common Stock acquired in the RWCP Distribution in accordance with the terms of its limited partnership agreement.