SEC Form 4 · accession 0001209191-15-051672
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
Jun 8, 2015
Accepted (ET)
Jun 9, 2015 · 9:00 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 Stock | Jun 8, 2015 | C | 25,000 | $0.00 | A | 44,480 | D | |
| Class A Common StockF1,F2 | Jun 8, 2015 | S | 6,777 | $59.1653 | D | 37,703 | D | |
| Class A Common StockF1,F3 | Jun 8, 2015 | S | 16,823 | $60.1181 | D | 20,880 | D | |
| Class A Common StockF1,F4 | Jun 8, 2015 | S | 1,400 | $60.8679 | 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)F5 | $16.22 | Jun 8, 2015 | M | 25,000 | D | — | Jan 28, 2024 | Class B Common Stock | 25,000 | 751,175 | D |
| Class B Common StockF6 | — | Jun 8, 2015 | M | 25,000 | A | — | — | Class A Common Stock | 25,000 | 43,040 | D |
| Class B Common StockF6 | — | Jun 8, 2015 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 18,040 | D |
Explanation of responses
- F1The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $58.66 to $59.63, 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.
- 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 $59.70 to $60.67, 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.
- F4The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $60.71 to $61.05, 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.
- F5When 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.
- F6Each 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.