SEC Form 4 · accession 0001209191-17-038215
GoPro, Inc. · GPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony John Bates
Director
Period of report
Jun 2, 2017
Accepted (ET)
Jun 6, 2017 · 6:07 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 Stock | Jun 2, 2017 | C | 15,547 | $0.00 | A | 183,087 | 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 UnitF1,F2,F3 | — | Jun 2, 2017 | M | 15,547 | D | — | — | Class B Common Stock | 15,547 | 0 | D |
| Class B Common StockF3 | — | Jun 2, 2017 | M | 15,547 | A | — | — | Class A Common Stock | 15,547 | 15,547 | D |
| Class B Common StockF3 | — | Jun 2, 2017 | C | 15,547 | D | — | — | Class A Common Stock | 15,547 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
- F2Pursuant 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.
- 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.
Remarks
No shares were sold in transactions covered by this report.