Statement of Changes in Beneficial Ownership (4)
February 20 2020 - 5:09PM
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
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1. Name and Address of Reporting Person
*
Jahnke Dean |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President, Global Sales |
(Last)
(First)
(Middle)
3000 CLEARVIEW WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2020 |
(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)
_X
_ Form filed by One Reporting Person
___ 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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Class A Common Stock | 2/18/2020 | | A | | 17099 (1) | A | $0.00 | 151145 | D | |
Class A Common Stock | 2/18/2020 | | A | | 81206 (2) | A | $0.00 | 232351 | D | |
Class A Common Stock | 2/18/2020 | | F | | 8795 (3) | D | $4.08 | 226056 (4) | D | |
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 |
Non-Qualified Stock Option (right to buy) | $4.08 | 2/18/2020 | | A | | 81019 | | (5) | 2/17/2030 | Class A Common Stock | 81019 | $0.00 | 81019 | D | |
Explanation of Responses: |
(1) | Represents the acquisition of restricted stock units earned by Reporting Person upon achievement of performance goals for the one-year period ended December 31, 2019, as certified by the Compensation and Leadership Committee on February 18, 2020. The restricted stock units are scheduled to vest as to one-third (1/3) of the total RSUs earned on February 18, 2020, and an additional one-twelfth (1/12th) of the total RSUs earned each quarter thereafter until the RSUs are fully vested, subject to the Reporting Person's continuous service to the Issuer through each vesting date. |
(2) | Represents an award of restricted stock units that vest over a four-year period as follows: 25% of the RSUs shall vest on February 15, 2021, and 25% of the RSUs shall vest each anniversary thereafter, subject to the Reporting Person's continuous service to the Issuer through each vesting date. |
(3) | Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes. |
(4) | Includes 2,500 shares acquired under the Issuer's employee stock purchase plan on February 14, 2020. |
(5) | The option vests over a four-year period as follows: 25% of the underlying shares shall vest on February 15, 2021, and 1/48 of the shares shall vest monthly thereafter, subject to the Reporting Person's continuous service to the Issuer through each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jahnke Dean 3000 CLEARVIEW WAY SAN MATEO, CA 94402 |
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| Vice President, Global Sales |
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Signatures
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Jason Stephen, Attorney-in-Fact for Dean Jahnke | | 2/20/2020 |
**Signature of Reporting Person | Date |
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