Statement of Changes in Beneficial Ownership (4)
20 August 2020 - 6:03AM
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)
8/17/2020 |
(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)
___ 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 | 8/17/2020 | | F | | 11833 (1) | D | $4.88 | 247606 | 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 | (2) | | | | | | | (2) | (2) | Class A Common Stock | 26320130 | | 26320130 (3) | I | By the Woodman Family Trust under the Trust Agreement dated March 11, 2011 (4) |
Class B Common Stoc | (2) | | | | | | | (2) | (2) | Class A Common Stock | 0 | | 0 (3) | I | By 2018 GRAT |
Class B Common Stoc | (2) | | | | | | | (2) | (2) | Class A Common Stock | 0 | | 0 (3) | I | By spouse's 2018 GRAT |
Class B Common Stoc | (2) | | | | | | | (2) | (2) | Class A Common Stock | 1250000 | | 1250000 | I | By 2019 GRAT |
Class B Common Stoc | (2) | | | | | | | (2) | (2) | Class A Common Stock | 1250000 | | 1250000 | I | By spouse's 2019 GRAT |
Explanation of Responses: |
(1) | 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. |
(2) | 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. |
(3) | Prior to May 27, 2020, the Reporting Person indirectly beneficially held 23,720,830 shares of Issuer Class B Common Stock through The Woodman Family Trust and 1,299,650 shares through each of his 2018 GRAT and his spouse's 2018 GRAT. On May 27, 2020, each of the two GRAT's distributed all the shares held to the Woodman Family Trust (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The amounts reported reflect a corresponding increase of 2,599,300 shares in the number of shares of Issuer Class B Common Stock beneficially owned indirectly by the Reporting Person through The Woodman Family Trust and a decrease (to zero) of 1,299,650 shares in the number of shares of such stock beneficially owned indirectly by the Reporting Person through each of his 2018 GRAT and his spouse's 2018 GRAT. |
(4) | Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011. |
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 | | 8/19/2020 |
**Signature of Reporting Person | Date |
/s/ Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 | | 8/19/2020 |
**Signature of Reporting Person | Date |
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