0001209191-15-020628.txt : 20150302
0001209191-15-020628.hdr.sgml : 20150302
20150302215805
ACCESSION NUMBER: 0001209191-15-020628
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150225
FILED AS OF DATE: 20150302
DATE AS OF CHANGE: 20150302
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GoPro, Inc.
CENTRAL INDEX KEY: 0001500435
STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861]
IRS NUMBER: 770629474
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3000 CLEARVIEW WAY
CITY: SAN MATEO
STATE: CA
ZIP: 94402
BUSINESS PHONE: 650-332-7600
MAIL ADDRESS:
STREET 1: 3000 CLEARVIEW WAY
CITY: SAN MATEO
STATE: CA
ZIP: 94402
FORMER COMPANY:
FORMER CONFORMED NAME: Woodman Labs, Inc.
DATE OF NAME CHANGE: 20100901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RW Camera Holdings LLC
CENTRAL INDEX KEY: 0001611585
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36514
FILM NUMBER: 15666926
BUSINESS ADDRESS:
STREET 1: 70 WILLOW ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-618-7300
MAIL ADDRESS:
STREET 1: 70 WILLOW ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MARKS MICHAEL E
CENTRAL INDEX KEY: 0001163715
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36514
FILM NUMBER: 15666927
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-02-25
0
0001500435
GoPro, Inc.
GPRO
0001163715
MARKS MICHAEL E
C/O RW CAMERA HOLDINGS, LLC
70 WILLOW ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
0001611585
RW Camera Holdings LLC
70 WILLOW ROAD, SUITE 100
MENLO PARK
CA
94025
0
0
1
0
Class A Common Stock
2015-02-25
4
S
0
133900
45.0617
D
8611049
I
By RW Camera Holdings LLC
Class A Common Stock
2015-02-26
4
S
0
51100
45.5597
D
8559949
I
By RW Camera Holdings LLC
Class A Common Stock
2015-02-27
4
J
0
8559949
0.00
D
0
I
By RW Camera Holdings LLC
Class A Common Stock
889
D
The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $45.00 to $45.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote of this Form 4.
Riverwood Capital L.P. ("Riverwood LP"), a Cayman limited partnership, is the manager of RW Camera Holdings LLC ("RW Camera") and general partner of Riverwood Capital Partners L.P., Riverwood Capital Partners (Parallel-A) L.P. and Riverwood Capital Partners (Parallel-B) L.P. (collectively, the "Funds"). The Funds own a majority of the equity interests in RW Camera. Riverwood Capital GP Ltd., a Cayman company ("Riverwood GP"), is the general partner of Riverwood LP.
Accordingly, each of Riverwood LP and Riverwood GP may be deemed to have beneficial ownership of the shares of the Issuer owned by RW Camera. Michael E. Marks is the Chief Executive Officer and a Director of Riverwood GP as well as a member of its Investment Committee. Each such person and entity disclaims beneficial ownership of shares held by RW Camera 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 such persons and entities for purposes of Section 16 or for any other purposes.
The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $45.50 to $45.67, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote of this Form 4.
RW Camera distributed these shares of Class A Common Stock to its equityholders pro rata in accordance with their interests in RW Camera. RW Camera is no longer a 10% Owner of the Issuer and this filing shall constitute an exit filing from Section 16 reporting requirements for RW Camera with respect to securities of the Issuer.
Mr. Marks was awarded these shares of restricted Class A Common Stock in connection with his service 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 following vesting to Riverwood Capital. Mr. Marks disclaims beneficial ownership of these shares 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.
Eve T. Saltman, Attorney-in-Fact for Michael E. Marks
2015-03-02
Thomas Smach, Chief Financial Officer and Director
2015-03-02