SEC Form 4 · accession 0001209191-15-071496
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sharon S Zezima
Officer — General Counsel, Secretary
Period of report
Sep 16, 2015
Accepted (ET)
Sep 18, 2015 · 8:04 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 | Sep 16, 2015 | C | 6,000 | $0.00 | A | 12,873 | D | |
| Class A Common StockF2,F3 | Sep 16, 2015 | S | 6,000 | $35.00 | D | 6,873 | 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,F5 | $15.59 | Sep 16, 2015 | M | 6,000 | D | — | Sep 15, 2023 | Class B Common Stock | 6,000 | 29,000 | D |
| Class B Common StockF5 | — | Sep 16, 2015 | M | 6,000 | A | — | — | Class A Common Stock | 6,000 | 6,000 | D |
| Class B Common StockF5 | — | Sep 16, 2015 | C | 6,000 | D | — | — | Class A Common Stock | 6,000 | 0 | D |
Explanation of responses
- F1Includes 168 shares acquired under the Issuer's employee stock purchase plan on August 14, 2015.
- F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F3In preparation of this Form 4, the Issuer realized the Forms 4 filed on June 5, 2015 and June 16, 2015 inadvertently omitted 6,705 Class A shares representing an RSU award previously granted to the Reporting Person.
- F4When both ISO and NQ Stock Options granted on September 16, 2013 are combined, they vest over four years of continuous service as follows: 1/4 of the underlying shares vest on September 16, 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.