SEC Form 4 · accession 0001209191-15-043481

GoPro, Inc. · GPRO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael E Marks

Director

Period of report

May 13, 2015

Accepted (ET)

May 15, 2015 · 7:40 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001500435

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F2,F1,F3,F4	May 13, 2015	J	92,317	—	A	92,317	I	By Riverwood Capital L.P.
Class A Common Stock^F2,F5,F6	May 13, 2015	J	3,118	—	A	3,118	I	By RWCP Capital L.P.
Class A Common Stock^F7,F8	May 13, 2015	J	56,877	—	A	57,766	D
Class A Common Stock^F2,F7,F9	May 13, 2015	J	21,821	—	A	21,821	I	By WB Investors, LLC
Class A Common Stock^F2,F7,F4	May 13, 2015	J	40	—	A	40	I	By Riverwood Capital GP Ltd.
Class A Common Stock^F2,F7,F3,F4	May 13, 2015	J	78,738	—	D	13,579	I	By Riverwood Capital L.P.
Class A Common Stock^F10,F8	May 13, 2015	J	3,112	—	A	60,878	D
Class A Common Stock^F2,F10,F6	May 13, 2015	J	6	—	A	6	I	By RWCP Capital GP Ltd.
Class A Common Stock^F2,F10,F6	May 13, 2015	J	3,118	—	D	0	I	By RWCP Capital L.P.

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1By 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).
F10Immediately 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.
F2Represents only shares of Class A Common Stock in which Mr. Marks may be deemed to have a pecuniary interest.
F3Includes 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.
F4Riverwood 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.
F5By 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).
F6RWCP 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.
F7Immediately 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.
F8Includes 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.
F9Mr. 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.

Remarks

No shares were sold in transactions covered by this report.