| FORM 4 | UNITED 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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GoPro, Inc. [ GPRO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/15/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/17/2022 | G | V | 37,162 | D | $0.00 | 774,208 | D | ||
| Class A Common Stock | 03/17/2022 | G | V | 37,162 | A | $0.00 | 37,162 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1) | |
| Class A Common Stock | 03/17/2022 | S(2) | 37,162 | D | $8.0013(3) | 0 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1) | ||
| Class A Common Stock | 03/18/2022 | G | V | 162,838 | D | $0.00 | 611,370 | D | ||
| Class A Common Stock | 03/18/2022 | G | V | 162,838 | A | $0.00 | 162,838 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1) | |
| Class A Common Stock | 03/18/2022 | S(2) | 162,838 | D | $8.031(4) | 0 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 25,236,070 | 25,236,070(6) | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1) | |||||||
| Class B Common Stock | (5) | 03/15/2022 | G | V | 592,030 | (5) | (5) | Class A Common Stock | 592,030 | $0.00 | 0(7) | I | By 2019 GRAT | ||
| Class B Common | (5) | 03/15/2022 | G | V | 592,030 | (5) | (5) | Class A Common Stock | 592,030 | $0.00 | 0(7) | I | By Spouse's 2019 GRAT | ||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 $8.00 to $8.01 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. 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 $8.00 to $8.08 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. |
| 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 certain transfers of such shares. |
| 6. Prior to March 15, 2022, the Reporting Person indirectly beneficially held 24,487,910 shares of Issuer Class B Common Stock through The Woodman Family Trust and 966,110 shares through each of his 2019 GRAT and his spouse's 2019 GRAT. On March 15, 2022, each of the two GRAT's distributed 374,080 of 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 748,160 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 374,080 shares in the number of shares of such stock beneficially owned indirectly by the Reporting Person through each of his 2019 GRAT and his spouse's 2019 GRAT. |
| 7. After the change in form of beneficial ownership described in footnote 6, the Reporting Person indirectly beneficially held 592,030 shares of Issuer Class B Common Stock in each of his 2019 GRAT and his spouse's 2019 GRAT. On March 15, 2022, each of the two GRAT's made a gift of 592,030 shares of Issuer Class B common stock. These gifts subsequently reduced the number of shares of Issuer Class B Common Stock in each 2019 GRAT and thereby the number of shares of Issuer Class B Common Stock indirectly held by the Reporting Person through each GRAT, to zero. |
| Remarks: |
| /s/ Jason Stephen, Attorney-in-Fact for Nicholas Woodman | 03/21/2022 | |
| /s/ Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 | 03/21/2022 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
