SEC Form 4 · accession 0001209191-16-126680
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael E Marks
Director
Period of report
Jun 6, 2016
Accepted (ET)
Jun 8, 2016 · 8:39 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,F2 | Jun 6, 2016 | A | 10,496 | $0.00 | A | 160,839 | D | |
| Class A Common StockF3,F4 | holding | — | — | — | 247 | I | By Riverwood Capital GP Ltd. | |
| Class A Common StockF3,F5,F4 | holding | — | — | — | 39,393 | I | By Riverwood Capital L.P. | |
| Class A Common StockF6 | holding | — | — | — | 49,607 | I | By WB Investors, LLC | |
| Class A Common StockF3,F7 | holding | — | — | — | 17 | I | By RWCP Capital GP Ltd. |
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)F8 | $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.
- F2Includes 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.
- F3Represents only shares of Class A Common Stock in which Mr. Marks may be deemed to have a pecuniary interest.
- 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.
- F5Includes 39,393 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.
- F6Mr. 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 immediate family.
- F7RWCP 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.
- F8The 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.
Remarks
No shares were sold in transactions covered by this report.