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).

 

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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.	

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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.	

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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.	

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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.  

 

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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	

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