SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Woodman Nicholas, et al. – ‘4’ for 12/5/19 re: GoPro, Inc.

On:  Monday, 12/30/19, at 4:57pm ET   ·   For:  12/5/19   ·   Accession #:  1209191-19-62152   ·   File #:  1-36514

Previous ‘4’:  ‘4’ on 7/2/19 for 6/28/19   ·   Next:  ‘4’ on 2/20/20 for 2/18/20   ·   Latest:  ‘4’ on 2/20/24 for 2/15/24

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/30/19  Woodman Nicholas                  4                      1:12K  GoPro, Inc.                       DONNELLEY FIN… File16/FA
          Woodman Family Trust under Trust Agreement dated March 11, 2011

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML      3K


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Form 4 Submission
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Woodman Nicholas
(Last)(First)(Middle)
3000 CLEARVIEW WAY
(Street)
SAN MATEOCA94402
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [ GPRO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below) Other (specify below)
CEO, Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
12/5/19
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock (1) (1) (1)Class A Common Stock23,720,830 23,720,830 (2)IBy The Woodman Family Trust under Trust Agreement dated March 11, 2011 (3)
Class B Common Stocck (1) 12/5/19G (4)V 1,250,000 (1) (1)Class A Common Stock1,250,000$0.000D
Class B Common Stock (1) (1) (1)Class A Common Stock1,250,000 1,250,000 (4)IBy 2019 GRAT
Class B Common Stock (1) (1) (1)Class A Common Stock1,250,000 1,250,000 (4)IBy spouse's 2019 GRAT
Class B Common Stock (1) (1) (1)Class A Common1,299,650 1,299,650IBy 2018 GRAT
Class B Common Stock (1) (1) (1)Class A Common1,299,650 1,299,650IBy spouse's 2018 GRAT
1. Name and Address of Reporting Person*
Woodman Nicholas
(Last)(First)(Middle)
3000 CLEARVIEW WAY
(Street)
SAN MATEOCA94402
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Woodman Family Trust under Trust Agreement dated March 11, 2011
(Last)(First)(Middle)
3000 CLEARVIEW WAY
(Street)
SAN MATEOCA94402
(City)(State)(Zip)
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.
Remarks:
Jason Stephen, Attorney-in-fact for Nicholas Woodman 12/30/19
Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 12/30/19
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Code:
    G    Bona fide gift.

↑Top
Filing Submission 0001209191-19-062152   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Fri., Apr. 26, 1:43:30.1pm ET