SEC Form 4 · accession 0001209191-16-140423
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Nicholas Woodman
Officer — CEO, Chairman of the Board · Director · 10% Owner
Period of report
Sep 6, 2016
Accepted (ET)
Sep 7, 2016 · 4:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001500435
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2 | — | Sep 6, 2016 | M | 83,334 | D | — | Jun 1, 2024 | Class B Common Stock | 83,334 | 750,000 | D |
| Class B Common StockF3 | — | Sep 6, 2016 | M | 83,334 | A | — | — | Class A Common Stock | 83,334 | 583,334 | D |
| Class B Common StockF3 | — | Sep 6, 2016 | F | 43,484 | D | — | — | Class A Common Stock | 43,484 | 539,850 | D |
| Class B Common StockF3 | — | holding | — | — | — | — | — | Class A Common Stock | 1,474,623 | 1,474,623 | I |
| Class B Common StockF3 | — | holding | — | — | — | — | — | Class A Common Stock | 1,474,623 | 1,474,623 | I |
| Class B Common StockF5,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 32,666,309 | 32,666,309 | I |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
- F2The restricted stock unit grant covered 4,500,000 shares which vest in three tranches. The first tranche consisting of 1,500,000 shares fully vested and settled on June 3, 2014. The second and third tranches, each consisting of 1,500,000 shares, vested and settled on January 22, 2015 with respect to 583,332 shares and thereafter 1/36th of the total shares from each tranche shall vest monthly starting on February 3, 2015, as long as the Reporting Person provides continuous service to the Issuer.
- F3Each 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.
- F4Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- F5Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.