SEC Form 4 · accession 0001209191-17-001583

GoPro, Inc. · GPRO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Anthony John Bates

Director

Period of report

Dec 31, 2016

Accepted (ET)

Jan 4, 2017 · 8:09 pm EST

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^F1	Jan 3, 2017	C	38,009	$0.00	A	236,681	D
Class A Common Stock	Jan 3, 2017	F	43,611	$8.77	D	193,070	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F4,F3,F5	—	Dec 31, 2016	M	62,187	D	—	—	Class B Common Stock	62,187	31,094	D
Class B Common Stock^F5	—	Dec 31, 2016	M	62,187	A	—	—	Class A Common Stock	62,187	62,187	D
Class B Common Stock^F5	—	Jan 3, 2017	F	24,178	D	—	—	Class A Common Stock	24,178	38,009	D
Class B Common Stock^F5	—	Jan 3, 2017	C	38,009	D	—	—	Class A Common Stock	38,009	0	D

Explanation of responses

F1Includes shares initially subject to the restricted stock unit awards granted to the Reporting Person on February 9, 2015 and May 4, 2016, which were vested as of December 31, 2016 or continue to vest pursuant to the original vesting schedule of such awards, pursuant to the terms of the Separation Agreement (as defined below). The remaining shares subject to such awards were forfeited.
F2Exempt 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.
F3Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F4Pursuant to the Separation Agreement and Release of Claims entered into by and between the Issuer and the Reporting Person dated as of December 15, 2016 (the "Separation Agreement"), 25% of the shares initially subject to the restricted stock unit award granted to the Reporting Person on June 25, 2014 (the "June 2014 Award") vested as of December 31, 2016, and an additional 25% of the shares initially subject to the June 2014 Award will continue to vest pursuant to its original vesting schedule if, and so long as, the Reporting Person continues to serve on the Issuer's Board of Directors.
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.