Statement of Changes in Beneficial Ownership (4)
Source: Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Woodman Nicholas 2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [ GPRO ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director __ X __ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
CEO, Chairman of the Board
(Last) (First) (Middle)
3000 CLEARVIEW WAY 3. Date of Earliest Transaction (MM/DD/YYYY)
5/3/2016
(Street)
SAN MATEO, CA 94402
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 5/3/2016 M 83334 (2) 6/1/2024 Class B Common Stock 83334 $0.00 1083334 D
Class B Common Stock (3) 5/3/2016 M 83334 (3) (3) Class A Common Stock 83334 $0.00 250000 D
Class B Common Stock (3) (3) (3) Class A Common Stock 1474623 1474623 I By GRAT
Class B Common Stock (3) (3) (3) Class A Common Stock 1474623 1474623 I By spouse's GRAT
Class B Common Stock (3) (3) (3) Class A Common Stock 32666309 32666309 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011 (4)
Explanation of Responses:
( 1) Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
( 2) The restricted stock unit grant covered 4,500,000 shares which vest in three tranches. The first tranche consisting of 1,500,000 shares fully vested and settled on June 3, 2014. The second and third tranches, each consisting of 1,500,000 shares, vested and settled on January 22, 2015 with respect to 583,332 shares and thereafter 1/36th of the total shares from each tranche shall vest monthly starting on February 3, 2015, as long as the Reporting Person provides continuous service to the Issuer.
( 3) Each 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.
( 4) Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
Remarks:
No shares were sold in transactions covered by this report.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Woodman Nicholas
3000 CLEARVIEW WAY
SAN MATEO, CA 94402 X X CEO, Chairman of the Board
Woodman Family Trust under Trust Agreement dated March 11, 2011
3000 CLEARVIEW WAY
SAN MATEO, CA 94402
X
Signatures
Eve T. Saltman, Attorney-in-Fact for Nicholas Woodman 5/5/2016
** Signature of Reporting Person Date
Eve T. Saltman, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 5/5/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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