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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

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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

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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

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Sec. Name	Sec. Type	Price	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

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

Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
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.
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.
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.
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.
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.