Filing Details

Accession Number:
0001209191-19-033436
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-05-30 16:30:18
Reporting Period:
2019-05-28
Accepted Time:
2019-05-30 16:30:18
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1500435 Gopro Inc. GPRO Photographic Equipment & Supplies (3861) 770629474
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1610500 Nicholas Woodman 3000 Clearview Way
San Mateo CA 94402
Ceo, Chairman Of The Board Yes Yes Yes No
1611665 Woodman Family Trust Under Trust Agreement Dated March 11, 2011 3000 Clearview Way
San Mateo CA 94402
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2019-05-28 700,000 $0.00 700,000 No 4 C Indirect By The Woodman Family Trust under Trust Agreement dated March 11, 2011
Class A Common Stock Disposition 2019-05-28 700,000 $6.88 0 No 4 S Indirect By The Woodman Family Trust under Trust Agreement dated March 11, 2011
Class A Common Stock Acquisiton 2019-05-29 700,000 $0.00 700,000 No 4 C Indirect By The Woodman Family Trust under Trust Agreement dated March 11, 2011
Class A Common Stock Disposition 2019-05-29 700,000 $6.67 0 No 4 S Indirect By The Woodman Family Trust under Trust Agreement dated March 11, 2011
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect By The Woodman Family Trust under Trust Agreement dated March 11, 2011
No 4 S Indirect By The Woodman Family Trust under Trust Agreement dated March 11, 2011
No 4 C Indirect By The Woodman Family Trust under Trust Agreement dated March 11, 2011
No 4 S Indirect By The Woodman Family Trust under Trust Agreement dated March 11, 2011
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class B Common Stock Disposition 2019-05-28 700,000 $0.00 700,000 $0.00
Class A Common Stock Class B Common Stock Disposition 2019-05-29 700,000 $0.00 700,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
27,039,494 No 4 C Indirect
26,339,494 No 4 C Indirect
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Stock Class B Common Stock $0.00 1,299,650 1,299,650 Indirect
Class A Common Stock Class B Common Stock $0.00 1,299,650 1,299,650 Indirect
Class A Common Stock Class B Common Stock $0.00 640,668 640,668 Indirect
Class A Common Stock Class B Common Stock $0.00 640,668 640,668 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
1,299,650 1,299,650 Indirect
1,299,650 1,299,650 Indirect
640,668 640,668 Indirect
640,668 640,668 Indirect
Footnotes
  1. Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
  2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 31, 2018.
  3. The price reported is a weighted average sale price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $6.73 to $7.19, 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 ranges set forth in the footnote of this Form 4.
  4. The price reported is a weighted average sale price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $6.53 to $6.78, 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 ranges set forth in the footnote of this Form 4.
  5. 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.
  6. Prior to May 15, 2019, the Reporting Person indirectly beneficially held 26,338,794 shares of Issuer Class B Common Stock through The Woodman Family Trust and 2,000,000 shares through each of his 2018 GRAT and his spouse's 2018 GRAT. On May 15, 2019, each of the two GRAT's distributed 700,350 shares 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 1,400,700 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 of 700,350 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.