SecProbe.io

March  5, 2014
Via E -mail
Nicholas Woodman
Chief Executive Officer and President
GoPro, Inc.
3000 Clearview Way
San Mateo, CA  94402

Re: GoPro , Inc.
Draft Registration Statement on Form S-1
Submitted February  7, 2014
  CIK No. 1500435

Dear Mr. Woodman :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing t he requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appr opriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary, page 1

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you,  or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports  about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offerin g.

Nicholas Woodman
GoPro, Inc.
March 5, 2014
Page 2

 Company Overview, page 1

2. Please concisely explain your dual class structure, Mr. Woodman’s ability to control
matters submitted to stockholders and, if applicable, the exemptions available to you as a
“controlled company” under stock exchange listin g standards.

3. Your disclosure in the first paragraph indicates that you presently are a “new media
company ;” however, your disclosure in the third paragraph indicates that substantially all
of your revenue derives from the sale of hardware products and yo ur disclosure on page
24 indicates that you presently are “investing to scale” yourself as a media entity.
Accordingly, please revise the first paragraph of the summary to highlight your hardware
business and to clarify the present status of your media bu siness.

Our Business Focus, page 1

4. We note reference s to third party information throughout the prospectus, including, but
not limited to, references to information from the NPD Group, Pew Research, and IDC.
Please provide us with marked copies of any m aterials that support third party statements,
clearly cross -referencing a statement with the underlying factual support.  Additionally,
please tell us if any reports were commissioned by you for use in connection with this
draft registration statement, and , if so, please file the consent as an exhibit to your first
public filing .

Enjoy, page 2

5. Here and elsewhere in the document where you provide statistics regarding users and
usage on social media platforms, revise to state explicitly that you do not de rive revenue
from the distribution of GoPro content or from “social engagement.”

6. Please provide us with support indicating how the data included in the four bullet points
at the bottom of page 2 was calculated. Also, here and elsewhere in the document where
you quantify the number of users, “likes,” followers or subscribers to your programming
on a “GoPro Channel,” or the number of times this programming has been viewed, please
revise to clarify whether these figures include individuals with multiple ac counts,
deactivated or inactive accounts, or multiple views by the same users.

The virtuous cycle, page 3

7. Reconcile the description of the “virtuous cycle” with your disclosure on page 17 that
you do not expect to continue to grow revenue and profitability in the future at the same
rate as you have in the past.

Nicholas Woodman
GoPro, Inc.
March 5, 2014
Page 3

 Consumers want compelling content on demand, page 3

8. We note your disclosure on page 87 indicating that Xbox has not yet commenced
distribution of your programming.  Acc ordingly, please revise to clarify the status of this
initiative .

Our independent registered public accounting firm…, page 28

9. We note that you attribute identification of the material weakness in your internal control
over financial reporting at December  31, 2011 and 2012 to your independent  registered
public accounting firm.  However, we note that PricewaterhouseCoopers has not, and was
not required to opine on the effectiveness of your internal control over financial reporting
at those dates.  Please de scribe to us the nature and extent of the role played by
PricewaterhouseCoopers in identifying the material weaknesses and revise the section to
clarify the extent to which any statements should be attributed to your management as
opposed to your auditor.   In this regard, please refer to the guidance provided in the
Division of Corporation Finance’s Securities Act Rules Compliance and Disclosure
Interpretation 233.02 available on the Commission’s web site at
http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules -interps.htm .

Capitalization, page 43

10. Please revise to remove cash from the capitalization table since cash is not a com ponent
of your capitalization. As an alternative, the company may disclose the amount of its cash
in the text before the table.

Factors Affecting Performance, page 53

11. We note your disclosures on pages 2, 85 and elsewhere regarding social media metrics
concerning your GoPro Network and GoPro Channels. To the extent management uses
these metrics as key indicators of operating performance, please identify the specific
metrics used  and address them in your Results of Operations, as appropriate.  Also
provide  an exp lanation of your calculations. For guidance, please refer to Part III.B.1 of
Interpretive Release No. 33 -8350 (December 19, 2003), available on the Commission’s
website.

12. Please describe any known trends or uncertainties that have had, or that you reasonably
expect will have, a material favorable or unfavorable impact on sales or results of
operations.  For example, we note the significant variability among quarterly results as
illustrated in t he table at the top of page 65 reflect ing a significant decline in your gross
margin over the past six quarters , coupled with your disclosure on page 17 that you do
not expect to continue to grow revenue and profitability in the future at the same rate as
you have in the past .  Please refer to Regulation S -K, Item 303(a)(3)(ii)  for guidance.

Nicholas Woodman
GoPro, Inc.
March 5, 2014
Page 4

 Components of our results of operations and financial condition, page 54

13. In the first bullet point under Revenue  on page 54, you refer  to using the “sell in”
method.  Please briefly explain how you define the “sell in” method.

Revenue, page 58

14. On page 53 you define “units shipped” as individual packaged camera units and you
make  reference to the units shipped in your discussion of your results of operations.
Please tell us why  the discussion of your results does not also include the impact of
accessory sales.

15. With regard to your use of the metric “units shipped,” please clarify  whether this metric
reflects the gross number of unit s shipped or the number of units shipped net of returns,
warranty claims or other factors impacting revenues.

Cost of revenue, gross profit and gross profit margin, page 59

16. Please revise the second sentence on page 59 to disclose the extent to which e ach factor
contributed to the increase in your cost of revenues.  Please also disclose the extent to
which the production problems that you identify on page 18 contributed to this increase,
if material.   Finally, please also disclose the underlying reason why warranty, freight and
shipping costs increased in this period.

Common stock valuations, page 76

17. Please tell us the estimated initial public offering price range.  To the extent that there is a
significant difference between the estimated grant -date fair value of your common stock
during the past twelve months and the estimated IPO price, please discuss for us each
significant factor contributing to the difference.

Share, page 84

18. Please provide us support for the claim that your “Basic Audience Rate of Engagement
score,” on average, exceeded that of other leading consumer brands identified in your
disclosure.  Please also tell us how you selected the other brands and tell us whethe r you
are aware of any other brands that, on average, scored higher than you.  Finally, please
explain what constitutes a “conversation” for purposes of this metric.

Consumers want compelling content on demand, page 87

19. Please revise your disclosure her e and elsewhere in the prospectus, as appropriate, to
discuss material terms of your arrangement with Virgin America and your agreement
with Microsoft regarding its Xbox Live platform.

Nicholas Woodman
GoPro, Inc.
March 5, 2014
Page 5

Manufacturing, logistics and fulfillment, page 96

20. We note that you disclose terms of your arrangements with Chicony and that you have
submitted the Design, Manufacturing and Supply Agreement as an exhibit.  Please
similarly disclose material terms of your manufacturing arrangement with Sky Light and
your research and development relationship with Ambarella and submit any material
contracts as exhibits to the draft registration statement.

Competition, page 100

21. We note your disclosure that you believe your devices “enable differentiated use cases ”
than co mpeting devices; however, other than the availability of GoPro Studio and the
GoPro App and various accessories, it is not clear how your cameras themselves are
differentiated from your competitors’ cameras or other capture devices. Please clarify.
Please also expand your disclosure to provide the bases for your belief that you compete
favorably with respect to the factors listed in the last paragraph of this section. Finally,
expand your discussion of the competitive landscape for cameras and other capture
devices. For instance, explain the limitations of traditional cameras or alternative devices
that your devices are intended to address, and describe any barriers to entry into the
marketplace that your competitors may face.

Intellectual p roperty, page 101

22. We note your disclosure that you hold design and utility patents for “various aspects” of
your cameras.  Revise to clarify which aspects of your cameras your inte llectual property
specifically protects.

23. Please also revise your disclosure to discuss the allocation of intellectual property rights
under your arrangements with your manufacturers.  In particular, please revise to discuss
whether your intellectual pro perty rights have changed with the transition in your
manufacturing agreements which you discuss on page 96.  In this regard, your disclosure
on page 96 suggests that you did not own the intellectual property related to products
developed by your manufactu ring partners under the prior manufacturing model.

Executive officers, page 103

24. We note your disclosure that from March 2006 to January 2013, Ms. Richardson
provided consulting and management services “for a variety of companies.”  Please
revise to ensur e you have identified each of Ms. Richardson’s principal employers during
the past five years.

Nicholas Woodman
GoPro, Inc.
March 5, 2014
Page 6

 Employment, severance and change in control agreements, page 1 12

25. Please revise to disclose material terms of your employment agreement and your change
in control severance agreement with Mr. Lazar.

Principal and Selling Stockholders, page 127

26. From the table on page 128, the current ownership of Class A shares is unclear. For
instance, it is unclear whether you have disclosed all greater than 5% holders of  your
Class A common stock.  Please advise or revise.

Consolidated statements of operations, page F -4

27. We note the reconciliation of net income to net income (loss) attributable to common
stockholders provided in Note 8.  Tell us how you considered the guidance in SAB Topic
6-B in concluding on the appropriate presentation of net income (loss) attributable to
common stockholders on the face of the statements of operations.

Note 2.  Basis of presentation , page  F-7

Changes in classification, page F -7

28. We note you  made a reclassification related to your December 2012 preferred stock
dividend by increasing redeemable convertible preferred stock by $25.2 million and
additional paid -in capital by $54.9 million.  Please tell us how the transactions were
origin ally recorded and the accounting basis for the current classification.  Cite the
accounting literature supporting the reclassification.

Note 3.  Summary of significant accounting policies , page F -9

Revenue recognition, page F -11

29. With respect to your valuation of implied post contract support (PCS) using the best
estimate of selling price (BESP), please tell us how you determined the BESP.  Describe
the process for valuing this deliverable, including your assessment of the value of future
unspecified firm ware upgrades and the amount of time and support estimated to be
incurred.  Also discuss how you determined that the amortization period of the PCS is
one year.

Advertising costs, page F -14

30. Given the significance of your advertising costs in each period presented and your
disclosure of sponsorship commitments (such as the disclosure on page F -42), please
summarize for us the significant terms of your sponsorship commitments.  Discuss the
company’s evaluation of the executory contracts and whether the rela ted costs were and

Nicholas Woodman
GoPro, Inc.
March 5, 2014
Page 7

 should be recognized as advertising costs.  The discussion should include the accounting
policy applied to these contracts.  Refer to FASB ASC 720 -35-15-4 and 720 -35-25-6.

Note 8.  Net income per share attributable to common stockholders , page F -31

31. With respect to the table on page F -32 showing your calculation of the numerator for
earnings per share for each period presented, please respond to the following:

 Explain how you determined the amount of common stock distributed earnings
and reconcile to the consolidated statements of redeemable convertible preferred
stock and stockholders’ equity (deficit) on page F -5.
 Similarly explain how you determined the amount of preferred stock distributed
earnings, net of accumulated accr etion and reconcile to page F -5.
 You disclose  on page F -20 that the preferred stock is entitled to receive any
noncumulative dividends on an equal basis with common stock.  Explain how you
determined the amount of undistributed earnings allocable to holder s of preferred
stock for each period presented.  Refer to FASB ASC 26 -10-45-60B.

32. Please explain why the calculation of supplemental pro forma net income per share is
computed based on the number of shares whose proceeds would be necessary to repay the
outstanding credit facility balance at September  30, 2013, and not based on the number of
shares whose proceeds would be necessary to pay the dividend to the extent that the
dividend exceeded earnings in fiscal 2012.  Further, please explain why the numerator  in
the calculation should be adjusted to reverse the interest expense, net of tax on the credit
facility.  Please refer to SAB Topic 1.B.3.

Note 9.  Financing arrangements , page F-36

Credit facility, page F -36

33. Please disclose the face amount of the term loan facility and the related amount of debt
discount, as well as the effective interest rate.  Refer to FASB ASC 835 -30-45-1A and
45-2.

Note 14.  Concentrations of risk