Statement of Changes in Beneficial Ownership (4)
January 26 2022 - 4:01PM
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
*
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)
3025 CLEARVIEW WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/24/2022 |
(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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Class A Common Stock | 1/24/2022 | | C | | 200000 | A | $0.00 | 200000 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 (1) |
Class A Common Stock | 1/24/2022 | | S(2) | | 200000 | D | $8.4707 (3) | 0 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 (1) |
Class A Common Stock | | | | | | | | 595936 | 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 |
Class B Common Stock | (4) | 1/24/2022 | | C | | | 200000 | (4) | (4) | Class A Common Stock | 200000 | $0.00 | 24487910 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 (1) |
Class B Common Stock | (4) | | | | | | | (4) | (4) | Class A Common Stock | 966110 | | 966110 | I | By 2019 GRAT |
Class B Common Stock | (4) | | | | | | | (4) | (4) | Class A Common Stock | 966110 | | 966110 | I | By Spouse's 2019 GRAT |
Explanation of Responses: |
(1) | Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011. |
(2) | The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. |
(3) | The reported price in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.12 to $8.73 per share, 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 this footnote on this Form 4. |
(4) | 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 certain transfers of such shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Woodman Nicholas 3025 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 3025 CLEARVIEW WAY SAN MATEO, CA 94402 |
| X |
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Signatures
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/s/ Jason Stephen, Attorney-in-Fact for Nicholas Woodman | | 1/26/2022 |
**Signature of Reporting Person | Date |
/s/ Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 | | 1/26/2022 |
**Signature of Reporting Person | Date |
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