0001209191-15-043481.txt : 20150515 0001209191-15-043481.hdr.sgml : 20150515 20150515194053 ACCESSION NUMBER: 0001209191-15-043481 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150513 FILED AS OF DATE: 20150515 DATE AS OF CHANGE: 20150515 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: MARKS MICHAEL E CENTRAL INDEX KEY: 0001163715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36514 FILM NUMBER: 15871421 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-13 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 0 0 Class A Common Stock 2015-05-13 4 J 0 92317 A 92317 I By Riverwood Capital L.P. Class A Common Stock 2015-05-13 4 J 0 3118 A 3118 I By RWCP Capital L.P. Class A Common Stock 2015-05-13 4 J 0 56877 A 57766 D Class A Common Stock 2015-05-13 4 J 0 21821 A 21821 I By WB Investors, LLC Class A Common Stock 2015-05-13 4 J 0 40 A 40 I By Riverwood Capital GP Ltd. Class A Common Stock 2015-05-13 4 J 0 78738 D 13579 I By Riverwood Capital L.P. Class A Common Stock 2015-05-13 4 J 0 3112 A 60878 D Class A Common Stock 2015-05-13 4 J 0 6 A 6 I By RWCP Capital GP Ltd. Class A Common Stock 2015-05-13 4 J 0 3118 D 0 I By RWCP Capital L.P. By pro rata distribution (such distribution, the "Funds Distribution") from Riverwood Capital Partners, L.P., Riverwood Capital Partners (Parallel-A) L.P. and Riverwood Capital Partners (Parallel-B) L.P. (collectively, the "Funds") to their general partner, Riverwood Capital, L.P. ("Riverwood LP"). Pursuant to the respective limited partnerships of the Funds and Riverwood LP, such shares of Class A Common Stock were received in respect of return on capital, management profits interests and carried interest obligations and will be deemed to be valued for those purposes at the average trading price of such shares of Class A Common Stock in the ten trading days prior to such distribution and the ten trading days following such distribution (excluding the distribution date). Represents only shares of Class A Common Stock in which Mr. Marks may be deemed to have a pecuniary interest. Includes 13,579 shares of Class A Common Stock held by Riverwood LP in escrow for the benefit of Mr. Marks, subject to release in accordance with the terms of such fund's limited partnership agreement. Mr. Marks has dispositive power over the shares of Class A Common Stock held for his benefit by Riverwood LP and bears the investment risk of such shares of Class A Common Stock. Riverwood Capital GP Ltd. ("Riverwood GP") is the general partner of Riverwood LP. Mr. Marks is Chief Executive Officer, one of three directors, one of six members of the investment committee and one of a number of shareholders of Riverwood GP. Mr. Marks does not have voting or dispositive power over the shares of Class A Common Stock held by Riverwood GP as Chief Executive Officer; such powers reside with the directors, the investment committee and/or the shareholders. Mr. Marks disclaims beneficial ownership of shares of Class A Common Stock held by Riverwood LP, Riverwood GP and the Funds, except to the extent of Mr. Marks's pecuniary interest therein. By pro rata distribution (such distribution, together with the Fund Distribution, the "Initial Distribution") from RWCP Holdings, L.P. to its general partner, RWCP Capital L.P. ("RWCP"). Pursuant to the respective limited partnerships of RWCP Holdings, L.P. and RWCP, such shares of Class A Common Stock were received in respect of return on capital and carried interest obligations and will be deemed to be valued for those purposes at the average trading price of such shares of Class A Common Stock in the ten trading days prior to such distribution and the ten trading days following such distribution (excluding the distribution date). RWCP Capital GP Ltd. ("RWCP GP") is the general partner of RWCP. Mr. Marks is Chief Executive Officer, one of three directors and one of a number of shareholders of RWCP GP. Mr. Marks does not have voting or dispositive power over the shares of Class A Common Stock held by RWCP GP as Chief Executive Officer; such powers reside with the directors, the investment committee of Riverwood GP and/or the shareholders of RWCP GP. Mr. Marks disclaims beneficial ownership of shares of Class A Common Stock held by RWCP Holdings, L.P., RWCP and RWCP GP, except to the extent of Mr. Marks's pecuniary interest therein. Immediately following the Initial Distributions, Riverwood LP made a pro rata distribution of the Issuer's shares of Class A Common Stock acquired in the Initial Distribution in accordance with the terms of its limited partnership agreement. Includes 889 shares of Class A Common Stock in connection with service by Mr. Marks 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 of Class A Common Stock following vesting to Riverwood Capital. Mr. Marks disclaims beneficial ownership of these shares of Class A Common Stock 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. Mr. Marks is Manager of WB Investors, LLC ("WB"). The members of WB are Epping Investment Holdings, LLC, which Mr. Marks controls, and certain trusts controlled by Mr. Marks and for the benefit of Mr. Marks and members of his immediately family. Immediately following the Initial Distributions, RWCP made a pro rata distribution of the shares of Class A Common Stock acquired in the Initial Distribution in accordance with the terms of its limited partnership agreement. No shares were sold in transactions covered by this report. Eve T. Saltman, Attorney-in-Fact for Michael E. Marks 2015-05-15