Nicholas Woodman - Mar 15, 2022 Form 4 Insider Report for GoPro, Inc. (GPRO)

Role
CEO, Chairman of the Board, Director, 10%+ Owner
Signature
/s/ Jason Stephen, Attorney-in-Fact for Nicholas Woodman
Stock symbol
GPRO
Transactions as of
Mar 15, 2022
Transactions value $
-$1,605,096
Form type
4
Date filed
3/21/2022, 04:18 PM
Previous filing
Feb 17, 2022
Next filing
Apr 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GPRO Class A Common Stock Gift $0 -37.2K -4.58% $0.00 774K Mar 17, 2022 Direct
transaction GPRO Class A Common Stock Gift $0 +37.2K $0.00 37.2K Mar 17, 2022 By The Woodman Family Trust under Trust Agreement dated March 11, 2011 F1
transaction GPRO Class A Common Stock Sale -$297K -37.2K -100% $8.00 0 Mar 17, 2022 By The Woodman Family Trust under Trust Agreement dated March 11, 2011 F1, F2, F3
transaction GPRO Class A Common Stock Gift $0 -163K -21.03% $0.00 611K Mar 18, 2022 Direct
transaction GPRO Class A Common Stock Gift $0 +163K $0.00 163K Mar 18, 2022 By The Woodman Family Trust under Trust Agreement dated March 11, 2011 F1
transaction GPRO Class A Common Stock Sale -$1.31M -163K -100% $8.03 0 Mar 18, 2022 By The Woodman Family Trust under Trust Agreement dated March 11, 2011 F1, F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GPRO Class B Common Stock Gift $0 -592K -100% $0.00* 0 Mar 15, 2022 Class A Common Stock 592K By 2019 GRAT F5, F7
transaction GPRO Class B Common Gift $0 -592K -100% $0.00* 0 Mar 15, 2022 Class A Common Stock 592K By Spouse's 2019 GRAT F5, F7
holding GPRO Class B Common Stock 25.2M Mar 15, 2022 Class A Common Stock 25.2M By The Woodman Family Trust under Trust Agreement dated March 11, 2011 F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
F2 The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.