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