UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___)*
GoPro, Inc.
(Name of Issuer)
Class A Common Stock, par value $.0001 per share
(Title of Class of Securities)
38268T 10 3
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 38268T 10 3
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1.
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Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Foxteq Holdings Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
9,414,480
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
9,414,480
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person*
9,414,480
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)**
15.3%
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12.
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Type of Reporting Person (See Instructions)
CO
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*
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See Item 4 below.
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**
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- Based upon outstanding share information provided to the Reporting Persons by the Issuer as of December 31, 2014 (52,091,317 shares of Class A Common Stock)
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2
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CUSIP No. 38268T 10 3
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1.
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Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Foxconn (Far East) Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
9,414,480
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
9,414,480
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person*
9,414,480
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)**
15.3%
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12.
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Type of Reporting Person (See Instructions)
CO
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*
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See Item 4 below.
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**
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- Based upon outstanding share information provided to the Reporting Persons by the Issuer as of December 31, 2014 (52,091,317 shares of Class A Common Stock).
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3
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CUSIP No. 38268T 10 3
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1.
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Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Hon Hai Precision Ind. Co., Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Republic of China (Taiwan)
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
9,414,480
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
9,414,480
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person*
9,414,480
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)**
15.3%
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12.
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Type of Reporting Person (See Instructions)
CO
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*
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See Item 4 below.
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**
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- Based upon outstanding share information provided to the Reporting Persons by the Issuer as of December 31, 2014 (52,091,317 shares of Class A Common Stock).
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4
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Item 1.
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(a)
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Name of Issuer
GoPro, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
3000 Clearview Way
San Mateo, CA 94402
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Item 2.
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(a)
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Name of Person(s) Filing
Foxteq Holdings Inc.
Foxconn (Far East) Ltd.
Hon Hai Precision Ind. Co., Ltd.
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(b)
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Address of Principal Business Office or, if none, Residence
No. 2, Ziyou Street, Tucheng District, New Taipei City, 23678, Taiwan
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(c)
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Citizenship
Cayman Islands
Cayman Islands
Republic of China (Taiwan)
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(d)
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Title of Class of Securities
Class A Common Stock, $0.0001 per share
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(e)
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CUSIP Number
38268T 10 3
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned: 9,414,480
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(b)
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Percent of Class: 15.3%, based upon outstanding share information provided to the Reporting Persons by the Issuer as of December 31, 2014 (52,091,317 shares of Class A Common Stock)
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(c)
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Number of shares as to which each person has:
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(i) Sole power to direct the vote: 0
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(ii) Shared power to direct the vote: 9,414,480
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(iii) Sole power to dispose or direct the disposition of: 0
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(iv) Shared power to dispose or direct the disposition of: 9,414,480
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Consists of 9,414,480 shares of Class B common stock held by Foxteq Holdings Inc. that are immediately convertible into shares of Class A common stock. Foxconn (Far East) Ltd., an exempt company, is the manager of Foxteq Holdings Inc. Hon Hai Precision Ind. Co., Ltd., a company limited by shares, is the manager of Foxconn (Far East) Ltd.
5
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Not applicable.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2015
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Foxteq Holdings Inc.
/s/ Chiu-Lian Yu Huang
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Chiu-Lian Yu Huang
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Foxconn (Far East) Ltd.
/s/ Chiu-Lian Yu Huang
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Chiu-Lian Yu Huang
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Hon Hai Precision Ind. Co., Ltd.
/s/ Teh-Tsai Huang
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Teh-Tsai Huang
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6
Index to Exhibits
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No.
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Exhibit
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99.1
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Joint Filing Agreement
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