WASHINGTON, D. C.
20549
(Amendment No. )
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
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CUSIP NO. 38268T103
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Page
2
of 7
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1)
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Name Of Reporting Person
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Prentice Capital Management,
LP
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2)
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Check The Appropriate Box If A Member Of A Group (See Instructions)
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(a)
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(b)
x
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3)
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SEC Use Only
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4)
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Citizenship Or Place Of Organization:
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Delaware
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NUMBER
OF
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5)
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Sole
Voting Power:
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SHARES
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BENEFICIALLY
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0
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OWNED
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6)
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Shared Voting Power
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BY
EACH
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REPORTING
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7,922,010
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PERSON
WITH
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7)
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Sole Dispositive
Power:
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0
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8)
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Shared Dispositive
Power
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7,922,010
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9)
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Aggregate Amount Beneficially Owned By Each Reporting
Person:
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7,922,010
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10)
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Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares
¨
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(See Instructions)
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11)
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Percent of Class Represented by Amount in Row (9):
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6.51%*
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12)
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Type of Reporting Person (See Instructions)
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PN
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*Beneficial ownership percentage is based
upon 121,715,128 shares of Class A Common Stock, $0.0001 par value per share, of GoPro, Inc., a Delaware corporation (the “Company”),
issued and outstanding as of April 30, 2019, based on information reported by the Company in its Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2019.
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CUSIP NO. 38268T103
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Page
3
of 7
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1)
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Name of Reporting Person (entities only)
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Michael Zimmerman
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2)
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Check the Appropriate Box If a Member of a Group (See Instructions)
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(a)
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(b)
x
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3)
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SEC USE ONLY
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4)
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Citizenship or Place of Organization:
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United States
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NUMBER
OF
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5)
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Sole Voting Power:
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SHARES
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BENEFICIALLY
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0
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OWNED
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6)
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Shared Voting Power
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BY
EACH
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REPORTING
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7,922,010
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PERSON
WITH
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7)
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Sole Dispositive Power:
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0
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8)
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Shared Dispositive Power
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7,922,010
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9)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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7,922,010
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10)
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
¨
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(See Instructions)
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11)
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Percent of Class Represented by Amount in Row (9):
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6.51%*
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12)
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Type of Reporting Person (See Instructions)
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IN
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*Beneficial ownership percentage is based
upon 121,715,128 shares of Class A Common Stock, $0.0001 par value per share, of the Company issued and outstanding as of April
30, 2019, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2019.
ITEM 1(a). Name of Issuer:
GoPro, Inc. (the “Company”)
ITEM 1(b). Address of Issuer's Principal
Executive Offices:
3000 Clearview Way
San Mateo, California
94402
ITEM 2(a). Names of Person Filing:
This statement is
filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
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(i)
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Prentice
Capital Management, LP, a Delaware limited partnership (“Prentice Capital Management”),
with respect to the shares (the “Shares”) of Class A Common Stock of the
Company reported in this Schedule 13G (the “Schedule 13G”).
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(ii)
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Michael
Zimmerman who is the managing member of certain entities that, directly or indirectly,
serve as the general partner or investment manager of the investment fund and managed
accounts that own the Shares reported in this Schedule 13G.
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ITEM 2(b). Address of Principal Business
Office Or, If None, Residence:
The address for the
Reporting Persons is 100 West Putnam Avenue-Slagle House, Greenwich, CT 06830.
ITEM 2(c). Citizenship:
Prentice Capital Management
is organized under the laws of the State of Delaware. Mr. Zimmerman is a citizen of the United States.
ITEM 2(d). Title of Class of Securities:
Class A Common Stock,
$0.0001 par value per share
ITEM 2(e). CUSIP Number: 38268T103
ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b) or (c), check whether the person filing is:
Not Applicable
ITEM 4. Ownership:
Prentice Capital Management
serves as investment manager to an investment fund and manages investments for certain entities in managed accounts with respect
to which it has voting and dispositive authority over the Shares reported in this Schedule 13G. Michael Zimmerman is the managing
member of certain entities that, directly or indirectly, serve as the general partner or investment manager of the investment
fund and managed accounts that own the Shares reported in this Schedule 13G. As such, he may be deemed to control Prentice Capital
Management and the investment funds and managed accounts managed by Prentice Capital Management and therefore may be deemed to
be the beneficial owner of the Shares reported in this Schedule 13G. Each of the Reporting Persons disclaims beneficial ownership
of all of the Shares reported in this Schedule 13G, except to the extent of his or its pecuniary interest.
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(a)
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Amount Beneficially
Owned: 7,922,010 Shares
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(b)
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Percent of class:
6.51%
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(c)
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Number of Shares
as to which such person has:
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(i)
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Sole power to vote
or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 7,922,010 Shares
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(iii)
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Sole power to dispose or to direct the disposition: 0
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(iv)
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Shared power to dispose or to direct the disposition: 7,922,010
Shares
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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 persons has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
¨
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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.
See Item 4
ITEM 9. Notice of dissolution of group.
Not applicable.
ITEM 10. Certifications.
By signing below the undersigned certify that, to the best
of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
or as a participant in any transaction having that purpose or effect.
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.
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August 5, 2019
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PRENTICE CAPITAL MANAGEMENT, LP
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By:
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/s/ Michael Zimmerman
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Name: Michael Zimmerman
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Title: Chief Executive Officer
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/s/ Michael Zimmerman
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Michael Zimmerman
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Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)