SEC Form 4 · accession 0001209191-17-059669
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
Nov 3, 2017
Accepted (ET)
Nov 7, 2017 · 9:45 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 StockF1 | Nov 3, 2017 | C | 515,000 | $0.00 | A | 515,000 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 |
| Class A Common StockF2,F3,F1 | Nov 3, 2017 | S | 515,000 | $9.3009 | D | 0 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 |
| Class A Common StockF1 | Nov 6, 2017 | C | 165,343 | $0.00 | A | 165,343 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 |
| Class A Common StockF2,F4,F1 | Nov 6, 2017 | S | 165,343 | $9.0193 | D | 0 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 |
| Class A Common StockF1 | Nov 7, 2017 | C | 26,637 | $0.00 | A | 26,637 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 |
| Class A Common StockF2,F1 | Nov 7, 2017 | S | 26,637 | $9.00 | D | 0 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F5 | — | Aug 25, 2017 | G | 2,400 | D | — | — | Class A Common Stock | 2,400 | 32,381,554 | I |
| Class B Common StockF1,F5 | — | Nov 3, 2017 | C | 515,000 | D | — | — | Class A Common Stock | 515,000 | 31,866,554 | I |
| Class B Common StockF1,F5 | — | Nov 6, 2017 | C | 165,343 | D | — | — | Class A Common Stock | 165,343 | 31,701,211 | I |
| Class B Common StockF1,F5 | — | Nov 7, 2017 | C | 26,637 | D | — | — | Class A Common Stock | 26,637 | 31,674,574 | I |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 663,004 | 663,004 | I |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 663,004 | 663,004 | I |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 1,350,000 | 1,350,000 | I |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 1,350,000 | 1,350,000 | I |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 119,548 | 119,548 | D |
Explanation of responses
- F1Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
- F2The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F3The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $9.10 to $9.60, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $9.00 to $9.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- 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.