SEC Form 4 · accession 0001209191-19-016014

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

Woodman Family Trust under Trust Agreement dated March 11, 2011

10% Owner

Period of report

Feb 28, 2019

Accepted (ET)

Mar 4, 2019 · 7:31 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	Feb 28, 2019	C	739,949	$0.00	A	739,949	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011
Class A Common Stock^F2,F3,F1	Feb 28, 2019	S	739,949	$5.8462	D	0	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011
Class A Common Stock^F1	Mar 1, 2019	C	660,051	$0.00	A	660,051	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011
Class A Common Stock^F2,F4,F1	Mar 1, 2019	S	660,051	$6.0405	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 Stock^F6,F1,F5	—	Feb 28, 2019	C	739,949	D	—	—	Class A Common Stock	739,949	29,798,845	I
Class B Common Stock^F1,F5	—	Mar 1, 2019	C	660,051	D	—	—	Class A Common Stock	660,051	29,138,794	I
Class B Common Stock^F5	—	holding	—	—	—	—	—	Class A Common Stock	2,000,000	2,000,000	I
Class B Common Stock^F5	—	holding	—	—	—	—	—	Class A Common Stock	2,000,000	2,000,000	I
Class B Common Stock^F6,F5	—	holding	—	—	—	—	—	Class A Common Stock	640,668	640,668	I
Class B Common Stock^F6,F5	—	holding	—	—	—	—	—	Class A Common Stock	640,668	640,668	I

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 on August 31, 2018.
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 $5.7450 to $6.21, 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.
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 $5.89 to $6.10, 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.
F6Prior to June 20, 2018, the Reporting Person indirectly beneficially held 29,120,130 shares of Issuer Class B Common Stock through The Woodman Family Trust and 1,350,000 shares through each of his 2017 GRAT and his spouse's 2017 GRAT. On June 20, 2018, each of the two GRAT's distributed 709,332 shares to the Woodman Family Trust (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The amounts reported reflect a corresponding increase of 1,418,664 shares in the number of shares of Issuer Class B Common Stock beneficially owned indirectly by the Reporting Person through The Woodman Family Trust and a decrease of 709,332 shares in the number of shares of such stock beneficially owned indirectly by the Reporting Person through each of his 2017 GRAT and his spouse's 2017 GRAT.