Sec Form 4 Filing - GILHULY EDWARD A @ GoPro, Inc. - 2014-12-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GILHULY EDWARD A
2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [ GPRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SAGEVIEW CAPITAL LP, 245 LYTTON AVENUE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2014
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/03/2014 C 125,880 A $ 0 125,880 I By Sageview Capital Master, L.P. ( 1 )
Class A Common Stock 12/03/2014 S 125,880 D $ 72.375 0 I By Sageview Capital Master, L.P. ( 1 )
Class A Common Stock 790 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 3 ) 12/03/2014 C 125,880 ( 3 ) ( 3 ) Class A Common Stock 125,880 $ 0 5,569,417 I By Sageview Capital Master, L.P. ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GILHULY EDWARD A
C/O SAGEVIEW CAPITAL LP
245 LYTTON AVENUE, SUITE 250
PALO ALTO, CA94301
X X
SAGEVIEW CAPITAL MASTER, L.P.
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Sageview Capital GenPar, LP
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Sageview Capital GenPar, Ltd.
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Sageview Capital MGP, LLC
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Sageview Capital Partners (A), LP
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Sageview Capital Partners (B), LP
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT94301
X
Sageview Partners (C) (Master), LP
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X
STUART SCOTT M
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Signatures
Eve T. Salman, Attorney-in-Fact for Edward A. Gilhuly 12/04/2014
Signature of Reporting Person Date
Sageview Capital GenPar, Ltd., its General Partner, Dino Verardo, Vice President 12/03/2014
Signature of Reporting Person Date
Sageview Capital MGP, LLC, its General Partner, Dino Verardo, Vice President 12/03/2014
Signature of Reporting Person Date
Dino Verardo, Vice President 12/03/2014
Signature of Reporting Person Date
Dino Verardo, Vice President 12/03/2014
Signature of Reporting Person Date
Sageview Capital GenPar, Ltd., its General Partner, Dino Verardo, Vice President 12/03/2014
Signature of Reporting Person Date
Sageview Capital GenPar, Ltd., its General Partner, Dino Verardo, Vice President 12/03/2014
Signature of Reporting Person Date
Sageview Capital GenPar, Ltd., its General Partner, Dino Verardo, Vice President 12/03/2014
Signature of Reporting Person Date
Scott M. Stuart 12/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held by Sageview Capital Master, L.P. ("Sageview Master"). Sageview Capital Partners (A), L.P. ("Sageview A"), Sageview Capital Partners (B), L.P. ("Sageview B") and Sageview Partners (C) (Master), L.P. ("Sageview C") are the shareholders of Sageview Master. Sageview Capital GenPar, Ltd. ("Sageview Ltd") is the sole general partner of each of Sageview Master, Sageview A, Sageview B and Sageview C. Sageview Capital GenPar, L.P. ("Sageview GenPar") is the sole shareholder of Sageview Ltd. Sageview Capital MGP, LLC is the sole general partner of Sageview GenPar. Edward Gilhuly and Scott Stuart are managing members and controlling persons of Sageview Capital MGP, LLC. As managing members of Sageview Capital MGP, LLC, Messrs. Gilhuly and Stuart may be deemed to share voting and investment power over these shares. Each of the Reporting Persons, other than Sageview Master, disclaim beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any.
( 2 )The Reporting Person is a managing and control person of Sageview Capital LP ("Sageview Capital"). These shares were issued to Mr. Edward A. Gilhuly as part of the annual retainer for his board service. Pursuant to the terms of his arrangement with Sageview Capital and certain related entities, the right to receive such shares will be transferred immediately after vesting to Sageview Capital.
( 3 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. The Class B Common Stock is also convertible into Class A Common Stock on the same basis upon any transfer, 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.

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