UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.___)*

 

GoPro, Inc.

(Name of Issuer)

 

Class A Common Stock, par value $.0001 per share

(Title of Class of Securities)

 

38268T 10 3

(CUSIP Number)

 

December 31, 2014

(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)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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CUSIP No.  38268T 10 3
	1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)   Nicholas Woodman
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power 3,000,000
			6.	Shared Voting Power 39,403,689
			7.	Sole Dispositive Power 3,000,000
			8.	Shared Dispositive Power 39,403,689
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person* 42,403,689
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9)*** 44.9%
	12.	Type of Reporting Person (See Instructions) IN

 

*	See Item 4 below.

 

 

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CUSIP No.  38268T 10 3
	1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)   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)	¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power
			6.	Shared Voting Power 39,403,689
			7.	Sole Dispositive Power
			8.	Shared Dispositive Power 39,403,689
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,403,689
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9)*** 43.1%
	12.	Type of Reporting Person (See Instructions) OO

 

*	See Item 4 below.

 

 

Item 1.
	(a)	Name of Issuer   GoPro, Inc.
	(b)	Address of Issuer’s Principal Executive Offices   3000 Clearview Way San Mateo, CA 94402
Item 2.
	(a)	Name of Person(s) Filing   Nicholas Woodman
	(b)	Address of Principal Business Office or, if none, Residence   c/o GoPro, Inc. 3000 Clearview Way San Mateo, CA 94402
	(c)	Citizenship   United States
	(d)	Title of Class of Securities   Class A Common Stock, $0.0001 per share
	(e)	CUSIP Number   38268T 10 3
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: Not applicable

 

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a), (b), and (c)

 

Reporting Persons	Number of Shares With Sole Voting and Dispositive Power	Number of Shares With Shared Voting and Dispositive Power	Aggregate Number of Shares Beneficially Owned	Percentage of Class Beneficially Owned***
Nicholas Woodman	3,000,000*	39,403,689	42,403,689	44.9%
Woodman Family Trust under Trust Agreement dated March 11, 2011**	0	39,403,689	39,403,689	43.1%

 

 

* Consists of 3,000,000 shares of Class B Common Stock that have been or may be issued in connection with restricted stock units (RSUs) granted to Mr. Woodman. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. The RSUs vested and settled on January 22, 2015 with respect to 583,332 shares and 1/36th of the remaining 2,416,668 shares shall vest (and settle shortly thereafter) on the third day of each calendar month as long as Mr. Woodman provides continuous service to the Issuer. 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 of such shares.

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

***Based upon outstanding share information provided to the Reporting Persons by the Issuer as of December 31, 2014 (52,091,317 shares of Class A Common Stock).

 

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨.
Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
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.
Item 8.	Identification and Classification of Members of the Group
Not applicable.
Item 9.	Notice of Dissolution of Group
Not applicable.
Item 10.	Certification
Not applicable.

 

 

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.

 

Dated: January 29, 2015

 

	/s/ Nicolas Woodman
	Nicholas Woodman
	Woodman Family Trust under Trust Agreement dated March 11, 2011
	/s/ Nicholas Woodman
	Nicholas Woodman, Trustee