SEC Form 4 · accession 0001209191-16-126675
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward A Gilhuly
Director
Period of report
Jun 6, 2016
Accepted (ET)
Jun 8, 2016 · 8:36 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 | Jun 6, 2016 | A | 10,496 | $0.00 | A | 11,959 | D | |
| Class A Common StockF3 | holding | — | — | — | 4,177 | I | By Gilhuly Investment Partners LLC | |
| Class A Common StockF4,F5 | holding | — | — | — | 1,699,417 | I | By Sageview Capital Master, L.P. |
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)F7,F6 | $10.92 | Jun 6, 2016 | A | 24,861 | A | — | Jun 5, 2026 | Class A Common Stock | 24,861 | 24,861 | D |
Explanation of responses
- F1Represents awards of restricted stock units that will vest 25% on each of September 6, 2016, December 6, 2016, March 6, 2017 and upon the earlier of (i) the date of the Issuer's annual stockholder meeting or (ii) June 6, 2017.
- F2Mr. Gilhuly is a managing and control person of Sageview Capital LP ("Sageview Capital"). These shares were issued to Mr. Gilhuly as part of the annual retainer for his board service. Pursuant to the terms of his arrangement with Sageview Capital and certain related entities, the right to receive such shares will be transferred immediately after vesting to Sageview Capital. Mr. Gilhuly disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Gilhuly for purposes of Section 16 or for any other purposes.
- F3Shares held by Gilhuly Investment Partners LLC, of which Mr. Gilhuly is the Manager. Mr. Gilhuly may be deemed to share voting and investment power over these shares. Mr. Gilhuly disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Gilhuly for purposes of Section 16 or for any other purposes.
- F4Shares held by Sageview Capital Master, L.P. ("Sageview Master"). Sageview Capital Partners (A), L.P. ("Sageview A"), Sageview Capital Partners (B), L.P. ("Sageview B") and Sageview Partners (C) (Master), L.P. ("Sageview C") are the shareholders of Sageview Master. Sageview Capital GenPar, Ltd. ("Sageview Ltd") is the sole general partner of each of Sageview Master, Sageview A, Sageview B and Sageview C. Sageview Capital GenPar, L.P. ("Sageview GenPar") is the sole shareholder of Sageview Ltd. Sageview Capital MGP, LLC is the sole general partner of Sageview GenPar. (con't in FN 5)
- F5(con't from FN 4) Edward Gilhuly is a managing member and controlling person of Sageview Capital MGP, LLC. As a managing member of Sageview Capital MGP, LLC, Mr. Gilhuly may be deemed to share voting and investment power over these shares. Mr. Gilhuly disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Gilhuly for purposes of Section 16 or for any other purposes.
- F6The 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 6, 2017.
- F7Mr. Gilhuly is a managing and control person of Sageview Capital LP ("Sageview Capital"). These options were issued to Mr. Gilhuly as part of the annual retainer for his board service. Pursuant to the terms of his arrangement with Sageview Capital and certain related entities, the right to receive such shares will be transferred immediately after vesting to Sageview Capital. Mr. Gilhuly disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Gilhuly for purposes of Section 16 or for any other purposes.
Remarks
No shares were sold in transactions covered by this report.