Statement of Changes in Beneficial Ownership (4)
December 30 2019 - 4:58PM
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Woodman Nicholas |
2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc.
[
GPRO
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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)
12/5/2019 |
(Street)
SAN MATEO, CA 94402
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 23720830 | | 23720830 (2) | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 (3) |
Class B Common Stocck | (1) | 12/5/2019 | | G (4) |
V
| | 1250000 | (1) | (1) | Class A Common Stock | 1250000 | $0.00 | 0 | D | |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 1250000 | | 1250000 (4) | I | By 2019 GRAT |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 1250000 | | 1250000 (4) | I | By spouse's 2019 GRAT |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common | 1299650 | | 1299650 | I | By 2018 GRAT |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common | 1299650 | | 1299650 | I | By spouse's 2018 GRAT |
Explanation of Responses: |
(1) | 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. |
(2) | Reflects a reduction of 2,500,000 shares of Issuer Class B Common Stock beneficially owned by the Reporting Person through The Woodman Family Trust under Trust Agreement dated March 11, 2011. Such shares were returned on December 5, 2019 to the Reporting Person (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). |
(3) | Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011. |
(4) | After the change in form of beneficial ownership described in footnote 2, the Reporting Person directly held 2,500,000 shares of Class B Common Stock. On December 5, 2019, all these shares were contributed to grantor retained annuity trusts (2019 GRATs): 1,250,000 were contributed to a 2019 GRAT for the Reporting Person (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13) and 1,250,000 shares were contributed to a 2019 GRAT for the Reporting Person's spouse (a gift exempt from Section 16 under Rule 16b-5). The Reporting Person is the sole trustee of each of the 2019 GRATs. Accordingly, all such shares are now reported as indirectly owned by the Reporting Person through such 2019 GRATs. |
Reporting Owners
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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 |
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Woodman Family Trust under Trust Agreement dated March 11, 2011 3000 CLEARVIEW WAY SAN MATEO, CA 94402 |
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Signatures
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Jason Stephen, Attorney-in-fact for Nicholas Woodman | | 12/30/2019 |
**Signature of Reporting Person | Date |
Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 | | 12/30/2019 |
**Signature of Reporting Person | Date |
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