SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Foxconn (Far East) Ltd.

(Last) (First) (Middle)
NO 2 ZIYOU STREET
TUCHENG DISTRICT

(Street)
NEW TAIPEI F5 23678

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [ GPRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class A Common Stock 07/01/2014 C4 1,053,493 A $0 1,053,493 I(1) By Subsidiary
Class A Common Stock 07/01/2014 S4 1,053,493 D $22.56 0 I(1) By Subsidiary
Class A Common Stock 11/25/2014 C4 1,030,000 A $0 1,030,000 I(1) By Subsidiary
Class A Common Stock 11/25/2014 S4 1,030,000 D $72.375 0 I(1) By Subsidiary
Class A Common Stock 12/03/2014 C4 211,354 A $0 211,354 I(1) By Subsidiary
Class A Common Stock 12/03/2014 S4 211,354 D $72.375 0 I(1) By Subsidiary
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (2) 07/01/2014 4C 1,053,493 (2) (2) Class A Common Stock 1,053,493 $0 10,655,834 I(1) By Subsidiary
Class B Common Stock (2) 11/25/2014 4C 1,030,000 (2) (2) Class A Common Stock 1,030,000 $0 9,625,834 I(1) By Subsidiary
Class B Common Stock (2) 12/03/2014 4C 211,354 (2) (2) Class A Common Stock 211,354 $0 9,414,480 I(1) By Subsidiary
Class B Common Stock (2) 3 (2) (2) Class A Common Stock 11,709,327(3) 11,709,327 I(1) By Subsidiary
1. Name and Address of Reporting Person*
Foxconn (Far East) Ltd.

(Last) (First) (Middle)
NO 2 ZIYOU STREET
TUCHENG DISTRICT

(Street)
NEW TAIPEI F5 23678

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Hon Hai Precision Ind. Co., Ltd.

(Last) (First) (Middle)
NO. 2 ZIYOU ST. TUCHENG DISTRICT

(Street)
NEW TAIPEI F5 23678

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Owned directly by Foxteq Holdings Inc. ("Foxteq") and indirectly by (i) Foxconn (Far East) Ltd. ("Foxconn"), which is the manager of Foxteq, and (ii) Hon Hai Precision Ind. Co., Ltd. ("Hon Hai"), which is the manager of Foxconn. Previous filings on Form 3 and Forms 4 by Foxteq disclosed this holding and these transactions and the relationship of Foxconn and Hon Hai with Foxteq but did not include Foxconn or Hon Hai as Reporting Owners.
2. 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.
3. Foxconn and Hon Hai indirectly owned 11,709,327 shares of Class B Common Stock on June 25, 2014, the date that the Issuer's initial registration statement was declared effective.
Remarks:
/s/ Chiu-Lian Yu Huang, Foxconn (Far East) Ltd. 02/13/2015
/s/ Teh-Tsai Huang, Hon Hai Precision Ind. Co., Ltd. 02/13/2015
** Signature of Reporting Person Date
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