Edgar Filing: GoPro, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MARKS MICHAEL E

2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [GPRO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O RW CAMERA HOLDINGS, LLC, 70 WILLOW ROAD, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2015

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/13/2015		J⁽¹⁾		92,317 ⁽²⁾	A	⁽¹⁾	92,317 ⁽²⁾ ⁽³⁾	I	By Riverwood Capital L.P. ⁽⁴⁾
Class A Common Stock	05/13/2015		J⁽⁵⁾		3,118 ⁽²⁾	A	⁽⁵⁾	3,118 ⁽²⁾	I	By RWCP Capital L.P. ⁽⁶⁾
Class A Common Stock	05/13/2015		J⁽⁷⁾		56,877	A	⁽⁷⁾	57,766 ⁽⁸⁾	D
Class A Common Stock	05/13/2015		J⁽⁷⁾		21,821 ⁽²⁾	A	⁽⁷⁾	21,821	I	By WB Investors, LLC ⁽⁹⁾
Class A Common Stock	05/13/2015		J⁽⁷⁾		40 ⁽²⁾	A	⁽⁷⁾	40 ⁽²⁾	I	By Riverwood Capital GP Ltd. ⁽⁴⁾
Class A Common Stock	05/13/2015		J⁽⁷⁾		78,738 ⁽²⁾	D	⁽⁷⁾	13,579 ⁽²⁾ ⁽³⁾	I	By Riverwood Capital L.P. ⁽⁴⁾
Class A Common Stock	05/13/2015		J⁽¹⁰⁾		3,112	A	⁽¹⁰⁾	60,878 ⁽⁸⁾	D
Class A Common Stock	05/13/2015		J⁽¹⁰⁾		6 ⁽²⁾	A	⁽¹⁰⁾	6 ⁽²⁾	I	By RWCP Capital GP Ltd. ⁽⁶⁾
Class A Common Stock	05/13/2015		J⁽¹⁰⁾		3,118 ⁽²⁾	D	⁽¹⁰⁾	0 ⁽²⁾	I	By RWCP Capital L.P. ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARKS MICHAEL E C/O RW CAMERA HOLDINGS, LLC 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025	X

Signatures

Eve T. Saltman, Attorney-in-Fact for Michael E. Marks		05/15/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	By pro rata distribution (such distribution, the "Funds Distribution") from Riverwood Capital Partners, L.P., Riverwood Capital Partners (Parallel-A) L.P. and Riverwood Capital Partners (Parallel-B) L.P. (collectively, the "Funds") to their general partner, Riverwood Capital, L.P. ("Riverwood LP"). Pursuant to the respective limited partnerships of the Funds and Riverwood LP, such shares of Class A Common Stock were received in respect of return on capital, management profits interests and carried interest obligations and will be deemed to be valued for those purposes at the average trading price of such shares of Class A Common Stock in the ten trading days prior to such distribution and the ten trading days following such distribution (excluding the distribution date).
(2)	Represents only shares of Class A Common Stock in which Mr. Marks may be deemed to have a pecuniary interest.
(3)	Includes 13,579 shares of Class A Common Stock held by Riverwood LP in escrow for the benefit of Mr. Marks, subject to release in accordance with the terms of such fund's limited partnership agreement. Mr. Marks has dispositive power over the shares of Class A Common Stock held for his benefit by Riverwood LP and bears the investment risk of such shares of Class A Common Stock.
(4)	Riverwood Capital GP Ltd. ("Riverwood GP") is the general partner of Riverwood LP. Mr. Marks is Chief Executive Officer, one of three directors, one of six members of the investment committee and one of a number of shareholders of Riverwood GP. Mr. Marks does not have voting or dispositive power over the shares of Class A Common Stock held by Riverwood GP as Chief Executive Officer; such powers reside with the directors, the investment committee and/or the shareholders. Mr. Marks disclaims beneficial ownership of shares of Class A Common Stock held by Riverwood LP, Riverwood GP and the Funds, except to the extent of Mr. Marks's pecuniary interest therein.
(5)	By pro rata distribution (such distribution, together with the Fund Distribution, the "Initial Distribution") from RWCP Holdings, L.P. to its general partner, RWCP Capital L.P. ("RWCP"). Pursuant to the respective limited partnerships of RWCP Holdings, L.P. and RWCP, such shares of Class A Common Stock were received in respect of return on capital and carried interest obligations and will be deemed to be valued for those purposes at the average trading price of such shares of Class A Common Stock in the ten trading days prior to such distribution and the ten trading days following such distribution (excluding the distribution date).
(6)	RWCP Capital GP Ltd. ("RWCP GP") is the general partner of RWCP. Mr. Marks is Chief Executive Officer, one of three directors and one of a number of shareholders of RWCP GP. Mr. Marks does not have voting or dispositive power over the shares of Class A Common Stock held by RWCP GP as Chief Executive Officer; such powers reside with the directors, the investment committee of Riverwood GP and/or the shareholders of RWCP GP. Mr. Marks disclaims beneficial ownership of shares of Class A Common Stock held by RWCP Holdings, L.P., RWCP and RWCP GP, except to the extent of Mr. Marks's pecuniary interest therein.
(7)	Immediately following the Initial Distributions, Riverwood LP made a pro rata distribution of the Issuer's shares of Class A Common Stock acquired in the Initial Distribution in accordance with the terms of its limited partnership agreement.
(8)	Includes 889 shares of Class A Common Stock in connection with service by Mr. Marks on the board of directors of the Issuer. Pursuant to the terms of his arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, Mr. Marks is obligated to transfer such shares of Class A Common Stock following vesting to Riverwood Capital. Mr. Marks disclaims beneficial ownership of these shares of Class A Common Stock except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Marks for purposes of Section 16 or for any other purposes.
(9)	Mr. Marks is Manager of WB Investors, LLC ("WB"). The members of WB are Epping Investment Holdings, LLC, which Mr. Marks controls, and certain trusts controlled by Mr. Marks and for the benefit of Mr. Marks and members of his immediately family.
(10)	Immediately following the Initial Distributions, RWCP made a pro rata distribution of the shares of Class A Common Stock acquired in the Initial Distribution in accordance with the terms of its limited partnership agreement.
Remarks: No shares were sold in transactions covered by this report.

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