Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 10)*
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GoPro, Inc. (Name of Issuer) |
Class A Common Stock, par value $.0001 per share (Title of Class of Securities) |
38268T103 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 38268T103 |
| 1 | Names of Reporting Persons
Nicholas Woodman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,884,188.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Rows 5 and 7 includes 672,846 shares of Class A Common Stock issued and held by the Reporting Person and 175,272 shares of Class A Common Stock issuable upon vesting of restricted stock units based upon continued employment of the Reporting Person. Rows 6 and 8 represent shares of Class B Common Stock held by The Woodman Family Trust under Trust Agreement dated March 11, 2011, as of December 31, 2024 (the "2011 Woodman Family Trust"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class B Common Stock is also convertible into Class A Common Stock on the same basis upon certain transfers, 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. Mr. Woodman and his spouse, Jill R. Woodman, are co-trustees of the 2011 Woodman Family Trust. Row 11 percentage calculation is based upon information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed by the Issuer with the Securities and Exchange Commission on November 7, 2024 (128,502,519 shares of Class A Common Stock).
SCHEDULE 13G
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| CUSIP No. | 38268T103 |
| 1 | Names of Reporting Persons
Woodman Family Trust under Trust Agreement dated March 11, 2011 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,036,070.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 11 percentage calculation is based upon information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed by the Issuer with the Securities and Exchange Commission on November 7, 2024 (128,502,519 shares of Class A Common Stock).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
GoPro, Inc. | |
| (b) | Address of issuer's principal executive offices:
3025 Clearview Way San Mateo, CA, 94402 | |
| Item 2. | ||
| (a) | Name of person filing:
Nicholas Woodman | |
| (b) | Address or principal business office or, if none, residence:
c/o GoPro, Inc., 3025 Clearview Way, San Mateo, CA 94402 | |
| (c) | Citizenship:
US | |
| (d) | Title of class of securities:
Class A Common Stock, par value $.0001 per share | |
| (e) | CUSIP No.:
38268T103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
25,884,188Includes 672,846 shares of Class A Common Stock issued and held by Nicholas Woodman and 175,272 shares of Class A Common Stock issuable upon vesting of restricted stock units based upon his continued employment and 25,036,070 shares of Class B Common Stock held by the 2011 Woodman Family Trust. | |
| (b) | Percent of class:
16.8Percentage calculation is based upon information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed by the Issuer with the Securities and Exchange Commission on November 7, 2024 (128,502,519 shares of Class A Common Stock). %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
848,118Includes 672,846 shares of Class A Common Stock issued and held by Nicholas Woodman and 175,272 shares of Class A Common Stock issuable upon vesting of restricted stock units based upon his continued employment. | ||
| (ii) Shared power to vote or to direct the vote:
25,036,070Includes 25,036,070 shares of Class B Common Stock held of record by the 2011 Woodman Family Trust. | ||
| (iii) Sole power to dispose or to direct the disposition of:
848,118Includes 672,846 shares of Class A Common Stock issued and held by Nicholas Woodman and 175,272 shares of Class A Common Stock issuable upon vesting of restricted stock units based upon his continued employment. | ||
| (iv) Shared power to dispose or to direct the disposition of:
25,036,070Includes 25,036,070 shares of Class B Common Stock held of record by the 2011 Woodman Family Trust. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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