Statement of Changes in Beneficial Ownership (4)
February 18 2021 - 4:07PM
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
*
Saltman Eve T. |
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) VP, Corp/Bus Dev, GC, Sec |
(Last)
(First)
(Middle)
3025 CLEARVIEW WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2021 |
(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 | 2/16/2021 | | M(1) | | 28595 | A | $5.58 | 238990 | D | |
Class A Common Stock | 2/16/2021 | | S(1) | | 28595 | D | $8.11 | 210395 | D | |
Class A Common Stock | 2/16/2021 | | F(2) | | 16123 | D | $7.915 | 194272 | D | |
Class A Common Stock | 2/17/2021 | | S(1) | | 11429 | D | $7.785 (3) | 182843 | 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) | $5.58 | 2/16/2021 | | M (1) | | | 28595 | (4) | 4/15/2028 | Class A Common Stock | 28595 | $0.00 | 167483 | D | |
Explanation of Responses: |
(1) | The transaction reported in this line item was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. |
(2) | 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. |
(3) | These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $7.66 to $7.885, 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 the footnote of this Form 4. |
(4) | The option vests over a four-year period as follows: 25% of the underlying shares shall vest on March 29, 2019, 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 |
Saltman Eve T. 3025 CLEARVIEW WAY SAN MATEO, CA 94402 |
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| VP, Corp/Bus Dev, GC, Sec |
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Signatures
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Jason Stephen, Attorney-in-Fact for Eve T. Saltman | | 2/18/2021 |
**Signature of Reporting Person | Date |
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