Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-026874
Date:2019-04-29
Issuer: GOPRO, INC. (GPRO)
Original Submission Date:

Reporting Person:

WOODMAN NICHOLAS
3000 CLEARVIEW WAY
SAN MATEO, CA 94402

Reporting Person:

WOODMAN FAMILY TRUST UNDER TRUST AGREEMENT DATED MARCH 11, 2011
3000 CLEARVIEW WAY
SAN MATEO, CA 94402

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-04-29 C 550,845 a $0.00 550,845 indirect
CLASS A COMMON STOCK 2019-04-29 S 550,845 d $6.02 0 indirect
CLASS A COMMON STOCK 2019-04-30 C 506,476 a $0.00 506,476 indirect
CLASS A COMMON STOCK 2019-04-30 S 506,476 d $5.92 0 indirect
CLASS A COMMON STOCK 2019-05-01 C 342,679 a $0.00 342,679 indirect
CLASS A COMMON STOCK 2019-05-01 S 342,679 d $5.91 0 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2019-04-29 deemed execution date C 550,845 (d) class a common stock 550,845 $0.00 27,187,949 indirect by the woodman family trust under trust agreement dated march 11, 2011
CLASS B COMMON STOCK 0.0 2019-04-30 deemed execution date C 506,476 (d) class a common stock 506,476 $0.00 26,681,473 indirect by the woodman family trust under trust agreement dated march 11, 2011
CLASS B COMMON STOCK 0.0 2019-05-01 deemed execution date C 342,679 (d) class a common stock 342,679 $0.00 26,338,794 indirect by the woodman family trust under trust agreement dated march 11, 2011
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 2,000,000 $0.00 2,000,000 indirect by 2018 grat
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 2,000,000 $0.00 2,000,000 indirect by spouse's 2018 grat
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 640,668 $0.00 640,668 indirect by 2017 grat
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 640,668 $0.00 640,668 indirect by spouse's 2017 grat
Footnotes
IDfootnote
f1 mr. woodman and spouse are the co-trustees of the woodman family trust under trust agreement dated march 11, 2011.
f2 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.
f3 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 $5.94 to $6.14, 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.
f4 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 $5.88 to $6.03, 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.
f5 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 $5.86 to $5.97, 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.
f6 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.
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