GoPro shifted from reporting ownership on Schedule 13G to Schedule 13D after a definitive Merger agreement announcement, with Nicholas Woodman deemed to beneficially own 46,238,278 Class A shares, or approximately 20.6%. The statement also records shared voting and dispositive power and potential future purchases of GoPro securities.

Key Highlights

  • Nicholas Woodman is deemed to beneficially own 46,238,278 Class A shares.
  • The Woodman family trust beneficially owns 45,446,219 Class A shares, representing approximately 20.3%.
  • The reporting persons may pursue additional securities purchases through open-market or privately negotiated transactions.

GoPro, Inc. (NASDAQ: GPRO) is reporting its ownership through Schedule 13D after previously using Schedule 13G, with Nicholas Woodman deemed to beneficially own approximately 20.6% of the company’s outstanding Class A Common Stock. The change follows GoPro’s announcement that it entered into a definitive merger agreement.

Woodman’s Beneficial Ownership Breakdown

Woodman’s reported beneficial ownership totals 46,238,278 shares of Class A Common Stock. The total includes 792,059 shares held directly, 1,129,944 shares held directly by the Woodman Family Trust, 25,036,070 shares issuable upon conversion of Class B Common Stock held by the trust and 19,280,205 shares the trust can acquire through a Warrant and subsequent conversion. The Woodman Family Trust’s aggregate beneficial ownership is 45,446,219 Class A shares, equal to approximately 20.3% of the outstanding Class A Common Stock. The Class A Common Stock has a Par Value of $.0001 per share.

Potential Future Investment Actions

The statement says neither reporting person effected a transaction in Class A Common Stock during the stated lookback period. It also says they currently have no plans or proposals concerning specified changes to GoPro’s business, operations, governance, management, strategy or capitalization, apart from matters described in the statement and plans that may be discussed by directors, including Woodman in his Fiduciary capacity.