UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

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, 2015

(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

0

 
6.

Shared Voting Power*

791,064

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power*

791,064

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

791,064

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

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

less than 1%

 
  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*

2,591,064

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power*

2,591,064

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

2,591,064

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

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

2.6%

 
  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*

791,064

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power*

791,064

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

791,064

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

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

less than 1%

 
  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 Power

Aggregate

Number of

Shares

Beneficially Owned

 

Percentage

of Class

Beneficially Owned***

Dean Woodman 0  791,064*  791,064 less than 1%
Jane Woodman   0     2,591,064 **   2,591,064 2.6%
The Woodman Trust 0 791,064  791,064 less than 1%

 

*Consists of 791,064 shares of Class A Common Stock held by The Woodman Trust with Dean and Jane Woodman, Trustees.
**Consists of (a) of 791,064 shares of Class A Common Stock held by The Woodman Trust and (b) 1,800,000 shares of Class A Common Stock held by Mockingbird Trail, LLLP as of December 31, 2015. 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, 2015 (100,595,575 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  x.
 
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 8, 2016

 

 

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