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SEC Company Response from GoPro, Inc. (GPRO) (CIK 0001500435) (GPRO) — Jun 23, 2014

GoPro, Inc. (GPRO) (CIK 0001500435)
Date: June 23, 2014 · CIK: 0001500435 · Accession: 0001193125-14-245463

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File numbers found in text: 333-196083

Date
June 23, 2014
Author
J.P. Morgan Securities LLC
Form
CORRESP
Company
GoPro, Inc. (GPRO) (CIK 0001500435)

Letter

Re:

June 23, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

GoPro, Inc.

Registration Statement on Form S-1 (File No. 333-196083)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), hereby join in the request of GoPro, Inc. (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-196083) (the “Registration Statement”), relating to a public offering of shares of the Registrant’s Class A common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective at 4:00 p.m., Eastern Time, on June 25, 2014, or as soon thereafter as practicable. The undersigned, as Representatives of the underwriters, confirm that they are aware of their obligations under the Securities Act.

Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that the Preliminary Prospectus dated June 11, 2014 was distributed by the underwriters approximately as follows from June 11, 2014 through the date hereof:

Copies to anticipated underwriters

1,844

Copies to dealers

Copies to institutional investors

2,973

Copies to others

2,891

Total

7,727

[Remainder of page intentionally left blank]

The undersigned, as Representatives of the underwriters, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

Very truly yours,
J.P. Morgan Securities LLC

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 June 23, 2014

Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:

GoPro, Inc.

 Registration Statement on
Form S-1 (File No. 333-196083)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the
“Representatives”), hereby join in the request of GoPro, Inc. (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-196083) (the
“Registration Statement”), relating to a public offering of shares of the Registrant’s Class A common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective at 4:00 p.m., Eastern Time, on
June 25, 2014, or as soon thereafter as practicable. The undersigned, as Representatives of the underwriters, confirm that they are aware of their obligations under the Securities Act.

Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that the Preliminary Prospectus dated June 11, 2014 was
distributed by the underwriters approximately as follows from June 11, 2014 through the date hereof:

 Copies to anticipated underwriters

1,844

 Copies to dealers

19

 Copies to institutional investors

2,973

 Copies to others

2,891

 Total

7,727

[Remainder of page intentionally left blank]

 The undersigned, as Representatives of the underwriters, hereby represent on behalf of the underwriters that the
underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

 Very truly yours,

 J.P. Morgan Securities LLC

Citigroup Global Markets Inc.

Barclays Capital Inc.

 As representatives of the several underwriters

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Jason Fournier

 Name: Jason Fournier

Title: Managing Director

 CITIGROUP GLOBAL MARKETS INC.

 By:

 /s/ Eric M. Quanbeck

 Name: Eric M. Quanbeck

Title: Director

 BARCLAYS CAPITAL INC.

 By:

 /s/ Victoria Hale

 Name: Victoria Hale

Title: Vice President