Delaware | 77-0629474 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
2014 Equity Incentive Plan, as amended |
2014 Employee Stock Purchase Plan |
Sharon Zezima, Esq. GoPro, Inc. 3000 Clearview Way San Mateo, California 94402 (650) 332-7600 | Dawn Belt, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 |
Large accelerated filer þ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
Title of Securities To Be Registered | Amount To Be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Class A Common Stock, $0.0001 par value per share | 4,851,264 (2) | $8.76 (4) | $42,497,073 (4) | $4,925 (4) |
Class A Common Stock, $0.0001 par value per share | 1,617,088 (3) | $7.45 (4) | $12,040,837 (4) | $1,396 (4) |
TOTAL | 6,468,352 | $54,537,910 | $6,321 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Class A Common Stock. |
(2) | Represents an automatic increase to the number of shares available for issuance under the 2014 Equity Incentive Plan, as amended effective January 1, 2017. |
(3) | Represents an automatic increase to the number of shares available for issuance under the 2014 Employee Stock Purchase Plan effective January 1, 2017. |
(4) | Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the NASDAQ Global Select Market on February 10, 2017. In the case of the 2014 Employee Stock Purchase Plan, this amount is multiplied by 85%, which amount is the percentage of the price per share applicable to purchases under the 2014 Employee Stock Purchase Plan. |
Item 3. | Incorporation of Documents by Reference. |
(a) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Commission on February 16, 2017 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
(b) | all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and |
(c) | the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-36514) filed with the Commission on June 20, 2014, including any amendments or reports filed for the purpose of updating such description. |
Item 8. | Exhibits. |
Exhibit Number | Exhibit Description | Incorporated by Reference | Filed Herewith | ||||||||||
Form | File No. | Exhibit | Filing Date | ||||||||||
4.01 | Restated Certificate of Incorporation of the Registrant, as currently in effect. | S-1 | 333-200038 | 3.01 | November 10, 2014 | ||||||||
4.02 | Amended and Restated Bylaws of the Registrant, as currently in effect. | S-1 | 333-200038 | 3.02 | November 10, 2014 | ||||||||
4.03 | Form of Registrant’s Class A common stock certificate. | S-1 | 333-196083 | 4.01 | May 19, 2014 | ||||||||
4.04 | 2014 Equity Incentive Plan, as amended, and forms thereunder. | 10-Q | 001-36514 | 10.03 | June 29, 2016 | ||||||||
4.05 | 2014 Employee Stock Purchase Plan and forms thereunder. | S-1 | 333-196083 | 10.04 | June 11, 2014 | ||||||||
5.01 | Opinion and Consent of Fenwick & West LLP. | X | |||||||||||
23.01 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | |||||||||||
23.02 | Consent of Fenwick & West LLP (included in Exhibit 5.01). | X | |||||||||||
24.01 | Power of Attorney (included on signature page). | X |
GoPro, Inc. | |
By: | /s/ Nicholas Woodman |
Nicholas Woodman Chief Executive Officer |
Name | Title | Date | |||
By: | /s/ Nicholas Woodman | Chief Executive Officer, Chairman and Director | February 16, 2017 | ||
Nicholas Woodman | (Principal Executive Officer) | ||||
By: | /s/ Brian McGee | Chief Financial Officer | February 16, 2017 | ||
Brian McGee | (Principal Financial and Accounting Officer) | ||||
By: | /s/ Anthony Bates | Director | February 16, 2017 | ||
Anthony Bates | |||||
By: | /s/ Michael Marks | Director | February 16, 2017 | ||
Michael Marks | |||||
By: | /s/ Edward Gilhuly | Director | February 16, 2017 | ||
Edward Gilhuly | |||||
By: | /s/ Kenneth Goldman | Director | February 16, 2017 | ||
Kenneth Goldman | |||||
By: | /s/ Peter Gotcher | Director | February 16, 2017 | ||
Peter Gotcher | |||||
By: | /s/ Alexander Lurie | Director | February 16, 2017 | ||
Alexander Lurie | |||||
By: | /s/ Lauren Zalaznick | Director | February 16, 2017 | ||
Lauren Zalaznick |
Exhibit Number | Exhibit Description | Incorporated by Reference | Filed Herewith | ||||||||||
Form | File No. | Exhibit | Filing Date | ||||||||||
4.01 | Restated Certificate of Incorporation of the Registrant, as currently in effect. | S-1 | 333-200038 | 3.01 | November 10, 2014 | ||||||||
4.02 | Amended and Restated Bylaws of the Registrant, as currently in effect. | S-1 | 333-200038 | 3.02 | November 10, 2014 | ||||||||
4.03 | Form of Registrant’s Class A common stock certificate. | S-1 | 333-196083 | 4.01 | May 19, 2014 | ||||||||
4.04 | 2014 Equity Incentive Plan as amended, and forms thereunder. | 10-Q | 001-36514 | 10.03 | June 29, 2016 | ||||||||
4.05 | 2014 Employee Stock Purchase Plan and forms thereunder. | S-1 | 333-196083 | 10.04 | June 11, 2014 | ||||||||
5.01 | Opinion and Consent of Fenwick & West LLP. | X | |||||||||||
23.01 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | |||||||||||
23.02 | Consent of Fenwick & West LLP (included in Exhibit 5.01). | X | |||||||||||
24.01 | Power of Attorney (included on signature page). | X |