| 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:
| ¨ | 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 7 |
| CUSIP No. 38268T 10 3 | ||||
| 1. |
Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Dean S. 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 120,000 | ||
| 6. |
Shared Voting Power* 3,336,022 | |||
| 7. |
Sole Dispositive Power 120,000 | |||
| 8. |
Shared Dispositive Power* 3,336,022 | |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person* 3,456,022 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||
| 11. |
Percent of Class Represented by Amount in Row (9)*** 6.6% | |||
| 12. |
Type of Reporting Person (See Instructions) IN | |||
| * | See Item 4 below. |
Page 2 of 7 |
| CUSIP No. 38268T 10 3 | ||||
| 1. |
Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Jane B. 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 0 | ||
| 6. |
Shared Voting Power* 5,336,022 | |||
| 7. |
Sole Dispositive Power 0 | |||
| 8. |
Shared Dispositive Power* 5,336,022 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person* 5,336,022 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||
| 11. |
Percent of Class Represented by Amount in Row (9)*** 9.9% | |||
| 12. |
Type of Reporting Person (See Instructions) IN | |||
| * | See Item 4 below. |
Page 3 of 7 |
| CUSIP No. 38268T 10 3 | ||||
| 1. |
Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
The Woodman Trust | |||
| 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 0 | ||
| 6. |
Shared Voting Power* 3,336,022 | |||
| 7. |
Sole Dispositive Power 0 | |||
| 8. |
Shared Dispositive Power* 3,336,022 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person* 3,336,022 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||
| 11. |
Percent of Class Represented by Amount in Row (9)*** 9.86% | |||
| 12. |
Type of Reporting Person (See Instructions) OO | |||
| * | See Item 4 below. |
Page 4 of 7 |
| 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
Dean S. Woodman, Jane B. Woodman and The Woodman Trust | |
| (b) |
Address of Principal Business Office or, if none, Residence
233 Mockingbird Trail Palm Beach, Florida 33480 | |
| (c) |
Citizenship
United States (Dean Woodman and Jane Woodman); California (The Woodman Trust) | |
| (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 |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially |
| Dean Woodman | 120,000 | 3,456,022* | 3,456,022 | 6.6% |
| Jane Woodman | 0 | 5,336,022** | 5,336,022 | 9.9% |
| The Woodman Trust | 0 | 3,336,022 | 3,336,022 | 6.4% |
* Consists of 3,336,022 shares of Class A Common Stock held by The Woodman Trust with Dean and Jane Woodman, Trustees.
**Consists of (a) of 3,336,022 shares of Class A Common Stock held by The Woodman Trust and (b) 2,000,000 shares of Class B Common Stock held by Mockingbird Trail, LLLP as of December 31, 2014. Jane Woodman is the general partner of Mockingbird Trail, LLLP.
*** 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).
| Page 5 of 7 |
| 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 6 of 7 |
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 11, 2015
|
By: /s/ Dean S. Woodman Name: Dean S. Woodman
| |
|
By: /s/ Jane Woodman Name: Jane Woodman
| |
|
The Woodman Trust
By: /s/ Dean Woodman Title: Dean Woodman, Trustee |
| Page 7 of 7 |