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GPRO IPO

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001500435&type=&dateb=&owner=include&count=40



6/26

GoPro Inc. (Nasdaq: GPRO) stock soared nearly 38% from its offer price today (Thursday) when it reached a high of $33 shortly after it began trading.

GPRO stockGoPro priced its shares at $24 each last night, which was at the high end of the $21 to $24 proposed range. On Thursday morning the stock opened at $28.65, 19% higher than the offer price.

Through the IPO, GPRO raised $427 million by selling 17.8 million shares. Following the deal, the company had a valuation of approximately $3 billion.

According to Dealogic, the $427 million that GoPro raised was the most by a consumer-electronics company since Duracell International Inc. raised $433 million through its 1991 initial public offering.
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Lock up info

Shares eligible for future sale

Prior to this offering, there has not been a public market for shares of our Class A common stock, and we cannot predict the effect, if any, that market sales of shares of our Class A common stock or the availability of shares of our Class A common stock for sale will have on the prevailing market price of our Class A common stock from time to time. Nevertheless, sales of substantial amounts of our Class A common stock, including shares of Class A common stock issued upon conversion of Class B common stock issued upon exercise of outstanding options or settlement of outstanding RSUs, or the perception that these sales could occur in the public market after this offering could adversely affect prevailing market prices and could impair our ability to raise capital through the sale of our equity securities.

Upon the closing of this offering, based on the number of shares outstanding as of June 5, 2014, we will have 125,745,976 shares of Class A and Class B common stock outstanding, assuming no exercise of outstanding stock options after June 5, 2014 (other than stock options exercised by selling stockholders in connection with this offering). Of these shares, all 17,800,000 shares of Class A common stock sold in this offering will be freely tradable, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below.

The remaining 107,945,976 outstanding shares of our Class A and Class B common stock will be deemed “restricted securities” as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below.

In addition, all of our stockholders have entered into market standoff agreements with us or lock-up agreements with the underwriters under which they agreed, subject to specific exceptions, not to sell any of their stock for at least 180 days following the date of this prospectus. Subject to the provisions of Rule 144 or Rule 701, shares will be available for sale in the public market as follows:



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Beginning on the date of this prospectus, 17,800,000 of the shares will be immediately available for sale in the public market without restriction.




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Beginning 181 days after the date of this prospectus, subject to extension as described in “Underwriting,” 107,945,976 shares will become eligible for sale in the public market, of which 10,043,042 shares will be freely tradable under Rule 144 and Rule 701 and 97,911,573 shares will be held by affiliates and subject to the volume and other restrictions of Rule 144 and Rule 701, as described below.


In addition, of the 30,006,460 shares of our Class B common stock that were subject to stock options outstanding as of June 5, 2014, after the completion of this offering, options to purchase 18,566,793 shares of Class B common stock were vested and will be eligible for sale 181 days following the effective date of this prospectus, subject to extension as described in “Underwriting” and subject to, in the case of affiliates, the volume and other restrictions of Rule 144, as described below.