Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-14-071588
Date:2014-11-25
Issuer: GOPRO, INC. (GPRO)
Original Submission Date:

Reporting Person:

MARKS MICHAEL E
C/O RW CAMERA HOLDINGS, LLC
70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025

Reporting Person:

RW CAMERA HOLDINGS LLC
70 WILLOW ROAD, SUITE 100
MENLO PARK, CA 94025

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2014-11-25 C 1,627,400 a $0.00 1,627,400 indirect f1
CLASS A COMMON STOCK 2014-11-25 S 1,627,400 d $72.38 0 indirect f1
CLASS A COMMON STOCK 2014-11-25 0 $0.00 889 f2 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2014-11-25 deemed execution date C 1,627,400 (d) class a common stock 1,627,400 $0.00 15,077,521 indirect by rw camera holdings llc
Footnotes
IDfootnote
f1 riverwood capital l.p. is the manager of rw camera holdings llc and riverwood capital gp ltd. is the general partner of riverwood capital l.p. the reporting person is chief executive officer and director of riverwood capital gp ltd. and may be deemed to have shared voting and investment power over these shares.
f2 the reporting person is a managing and control person of riverwood capital management l.p. ("riverwood capital"). these shares were issued to mr. michael e. marks as part of the annual retainer for his board service. pursuant to the terms of his arrangement with riverwood capital and certain related entities, the right to receive such shares will be transferred immediately after vesting to riverwood capital.
f3 each share of class b common stock is convertible at any time at the option of the reporting person into one share of class a common stock and has no expiration date. the class b common stock is also convertible into class a common stock on the same basis upon any transfer, whether or not for value, except for "permitted transfers" as defined in the issuer's restated certificate of incorporation in effect as of the date hereof. each share of class b common stock will convert automatically into one share of class a common stock upon the date when the outstanding shares of class b common stock represent less than 10% of the aggregate number of shares of common stock then outstanding.
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