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Filing Details

Accession Number:
0001144204-18-007014
Form Type:
13G Filing
Publication Date:
2018-02-09 17:24:31
Filed By:
Woodman Nicholas
Company:
Gopro Inc. (NASDAQ:GPRO)
Filing Date:
2018-02-09
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Nicholas Woodman 4,145,556 31,674,574 4,145,556 31,674,574 35,820,130 24.7%
Woodman Family Trust under Trust Agreement dated March 11 6. 31,674,574 8. 31,674,574 31,674,574 22.5%
Filing

 

 

 

UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

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, 2017

(Date of Event Which Requires Filing of this Statement)

  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)

  

* 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.

  

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).

  

 

 

 

 Page 1 of 6 

  

CUSIP No.  38268T 10 3
 
  1.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

Nicholas Woodman

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3.

SEC Use Only

 

 
  4.

Citizenship or Place of Organization

United States

     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power****

4,145,556

 
6.

Shared Voting Power

31,674,574

 
7.

Sole Dispositive Power****

4,145,556

 
8.

Shared Dispositive Power

31,674,574

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

35,820,130

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)***

24.7%

 
  12.

Type of Reporting Person (See Instructions)

IN

 

* See Item 4 below.
   

 

 Page 2 of 6 

 

 

CUSIP No.  38268T 10 3
 
  1.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

Woodman Family Trust under Trust Agreement dated March 11, 2011

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3.

SEC Use Only

 

 
  4.

Citizenship or Place of Organization

California

     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5. Sole Voting Power
 
6.

Shared Voting Power

31,674,574

 
7. Sole Dispositive Power
 
8.

Shared Dispositive Power

31,674,574

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

31,674,574

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)***

22.5%

 
  12.

Type of Reporting Person (See Instructions)

OO

 

* See Item 4 below.

 

 

 Page 3 of 6 

  

Item 1.
  (a)

Name of Issuer

 

GoPro, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

 

3000 Clearview Way

San Mateo, CA 94402

 
Item 2.
  (a)

Name of Person(s) Filing

 

Nicholas Woodman

  (b)

Address of Principal Business Office or, if none, Residence

 

c/o GoPro, Inc.

3000 Clearview Way

San Mateo, CA 94402

  (c)

Citizenship

 

United States

  (d)

Title of Class of Securities

 

Class A Common Stock, $0.0001 per share

  (e)

CUSIP Number

 

38268T 10 3

 
Item 3.

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  

 

 Item 4. Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a), (b), and (c)

  

Reporting

Persons

Number of Shares With
Sole Voting and
Dispositive
Power*

Number of Shares With
Shared Voting and
Dispositive
Power*

Aggregate

Number of

Shares

Beneficially Owned*

Percentage

of Class

Beneficially
Owned***

Nicholas Woodman  4,145,556****    31,674,574   35,820,130 24.7%
Woodman Family Trust under Trust Agreement dated March 11, 2011** 0  31,674,574 31,674,574 22.5%

 

*Represents shares of Class B Common Stock as of December 31, 2017. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class B Common Stock is also convertible into Class A Common Stock on the same basis upon certain transfers, 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.
**Mr. Woodman and his spouse, Jill R. Woodman, are co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
***Based upon information contained in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed by the Issuer with the Securities and Exchange Commission on November 3, 2017 (109,285,755 shares of Class A Common Stock).
****Also includes 4,026,008 shares of Class B Common Stock held by each of the Reporting Person’s GRATs and Jill R. Woodman’s GRATs for which the Reporting Person is the sole trustee.

 

 Page 4 of 6 

 

Item 5. Ownership of Five Percent or Less of a Class

 

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   ¨.

 

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable.

  

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10.Certification

 

Not applicable.  

 

 

 Page 5 of 6 

  

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 8, 2018

 

  /s/ Nicolas Woodman
  Nicholas Woodman
   
   
  Woodman Family Trust under Trust Agreement dated March 11, 2011
   
   
  /s/ Nicholas Woodman
  Nicholas Woodman, Trustee

  

 

 Page 6 of 6