SecProbe.io

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 Document GOPRO, INC. 3025 Clearview Way San Mateo, CA 94402 September 10, 2025 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Division of Corporation Finance Office of Industrial Applications and Services Re: GoPro, Inc. Registration Statement on Form S-1 Filed August 29, 2025 File No. 333-289946 Via EDGAR - Acceleration Request Requested Date:    September 12, 2025 Requested Time:    4:00 p.m. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, GoPro, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to declare the above-captioned Registration Statement on Form S-1 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable. The Registrant hereby authorizes Julia Forbess and Dawn Belt, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration. The Registrant requests that it be notified of such effectiveness by a telephone call to Ms. Forbess at (415) 875-2420, or in her absence, to Ms. Dawn Belt at (650) 335-7830. * * * Sincerely, GoPro, Inc. By: /s/ Jason C. Stephen Jason C. Stephen General Counsel and Secretary cc: Nicholas Woodman, Chief Executive Officer Jason C. Stephen, General Counsel and Secretary GoPro, Inc. Julia Forbess, Esq. Fenwick & West LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

Brian McGee
Chief Financial Officer and Chief Operating Officer
GoPro, Inc.
3025 Clearview Way
San Mateo, California 94402

 Re: GoPro, Inc.
 Registration Statement on Form S-1
 Filed August 29, 2025
 File No. 333-289946
Dear Brian McGee:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Dawn Belt, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 14, 2024
Nicholas Woodman
Chief Executive Officer
GoPro, Inc.
3025 Clearview Way
San Mateo, California
Re:GoPro, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-36514
Dear Nicholas Woodman :
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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GoPro, Inc.

3025 Clearview Way

San Mateo, California 94402

United States of America

www.gopro.com

June 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549-7010

Attention: Julie Sherman

 Christie Wong

Re: GoPro, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2023

 Form 10-Q for Fiscal Quarter Ended March 31, 2024

 File No. 001-36514

Dear Ms. Sherman and Ms. Wong:

This letter responds to the comments set forth in the letter to GoPro, Inc. (the “Company”, “we” or “us”), from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail on May 24, 2024 regarding the Company’s Form 10-K for the fiscal year ended December 31, 2023 and Form 10-Q for the fiscal quarter ended March 31, 2024 (File No. 001-36514) filed with the Commission on February 9, 2024 (the “Form 10-K”) and May 7, 2024 (the “Form 10-Q”), respectively. We have repeated below the Staff’s comments in bold italics, followed by the Company’s response below each comment.

Form 10-Q for Fiscal Quarter Ended March 31, 2024

Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies & Estimates

Impairment of Goodwill, page 37

1.With regards to our prior comment 1, please tell us how you considered the first quarter developments discussed in footnote 9, including the increased and accelerated costs associated with your future product strategy and roadmap, an increasingly competitive environment, integration and product development costs related to the recent acquisition of Forcite Helmet Systems and restructuring, in your assessment of goodwill.

The Company respectfully acknowledges the Staff’s comment. The Company performs an annual assessment of its goodwill during the fourth quarter of each calendar year or more frequently if indicators of potential impairment exist. In

GoPro, Inc.

3025 Clearview Way

San Mateo, California 94402

United States of America

www.gopro.com

consideration of the first quarter developments discussed in the Company’s March 31, 2024 Form 10-Q, footnote 9, including the increased and accelerated costs associated with the Company’s future product strategy and roadmap, an increasingly competitive environment, integration and product development costs related to the recent acquisition of Forcite Helmet Systems and restructuring actions, the Company did undertake an assessment of its goodwill in the quarter ended March 31, 2024. The Company noted that these items are expected to impact the profitability of its business in the near term which, coupled with historical losses, drove the establishment of the valuation allowance on the Company’s deferred tax assets. While these factors will negatively impact cash flows in the near term, the Company also considered the long-term forecasted cash flows of the business and continued to project that these have not been significantly affected by the above developments, and therefore the Company's preliminary view was that it was not more likely than not that the fair value of the Company's single reporting unit had declined below its carrying amount.

As described in footnote 1 of the Company's Form 10-Q for the period ending March 31, 2024, the Company considers both the discounted cash flow method and market approach method when assessing the fair value of the Company's single reporting unit. Accordingly, the Company also considered the overall market capitalization of the Company in its assessment of whether an interim goodwill impairment existed. Per ASC 350-20-35-22, “quoted market prices in active markets are the best evidence of fair value and shall be used as the basis for the measurement, if available.” Using a market capitalization approach as of March 31, 2024, the Company’s market capitalization exceeded the carrying value of its single reporting unit by 34%, and the market capitalization continued to exceed the carrying value of the Company's reporting unit throughout the period until filing of the Company's March 31, 2024 Form 10-Q on May 7, 2024. Furthermore, the market capitalization does not consider an acquisition control premium, which would further increase the percentage by which the estimated fair value of the Company’s single reporting unit would exceed the carrying value. Given the significant headroom using the market approach, the forecasted long-term cash flows and consideration of other qualitative factors, the Company did not believe it was more likely than not that the fair value of its single reporting unit was less than its carrying amount as of March 31, 2024, notwithstanding the negative developments described in footnote 9.

Non-GAAP Financial Measures, page 40

2.    We note your response to comment 2. Please tell us how you calculated the income tax adjustments related to the non-GAAP financial measures. It appears that your non-GAAP adjustment for the deferred tax valuation allowance removes the effects of the valuation allowance from your GAAP tax provision and appears to change your income taxes recognition method, resulting in an

GoPro, Inc.

3025 Clearview Way

San Mateo, California 94402

United States of America

www.gopro.com

individually tailored accounting. Please remove this adjustment from your reconciliation. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

The Company respectfully acknowledges the Staff’s comment. The Company calculates the income tax adjustments for non-GAAP financial measures by excluding items such as restructuring charges, stock-based compensation, and acquisition-related costs from GAAP earnings, resulting in non-GAAP earnings. The non-GAAP income tax is calculated by applying the applicable statutory tax rates to non-GAAP earnings. The non-GAAP income tax is compared with the GAAP income tax to determine the non-GAAP income tax adjustments. For the quarter ended March 31, 2024, the Company reflected a tax adjustment for the establishment of a valuation allowance. For all periods presented in future filings, the Company will exclude the tax adjustment related to valuation allowance as a non-GAAP adjustment, if applicable.

Please direct any questions, comments or advice of the Commission staff to the undersigned at (650) 255-1605.

 Respectfully submitted,

 GoPro, Inc.

 By: /s/ Brian McGee

 Brian McGee

 Chief Financial Officer and Chief Operating Officer

Cc:  Nicholas Woodman, Chief Executive Officer

 Eve Saltman, Esq., Chief Legal Officer & Secretary

 GoPro, Inc.

 Dawn Belt, Esq.

 Julia Forbess, Esq.

 Fenwick & West LLP

United States securities and exchange commission logo
May 24, 2024
Nicholas Woodman
Chief Executive Officer
GoPro, Inc.
3025 Clearview Way
San Mateo, California
Re:GoPro, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed February 9, 2024
Form 10-Q for Fiscal Quarter Ended March 31, 2024
Filed May 7, 2024
Response Dated May 7, 2024
File No. 001-36514
Dear Nicholas Woodman :
            We have reviewed your May 7, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our April 10, 2024
letter.
Form 10-Q for Fiscal Quarter Ended March 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies & Estimates
Impairment of Goodwill, page 37
1.With regards to our prior comment 1, please tell us how you considered the first quarter
developments discussed in footnote 9, including the increased and accelerated costs
associated with your future product strategy and roadmap, an increasingly competitive
environment, integration and product development costs related to the recent acquisition
of Forcite Helmet Systems and restructuring, in your assessment of goodwill.

 FirstName LastNameNicholas  Woodman
 Comapany NameGoPro, Inc.
 May 24, 2024 Page 2
 FirstName LastName
Nicholas  Woodman
GoPro, Inc.
May 24, 2024
Page 2
Non-GAAP Financial Measures , page 40
2.We note your response to comment 2.  Please tell us how you calculated the income tax
adjustments related to the non-GAAP financial measures.  It appears that your non-GAAP
adjustment for the deferred tax valuation allowance removes the effects of the valuation
allowance from your GAAP tax provision and appears to change your income taxes
recognition method, resulting in an individually tailored accounting.  Please remove this
adjustment from your reconciliation. Refer to Question 100.04 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.

            Please contact Christie Wong at 202-551-3684 or Julie Sherman at 202-551-3640 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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GoPro, Inc.

3025 Clearview Way

San Mateo, California 94402

United States of America

www.gopro.com

May 7, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549-7010

Attention: Julie Sherman

 Christie Wong

Re: GoPro, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2023

 File No. 001-36514

Dear Ms. Sherman and Ms. Wong:

This letter responds to the comments set forth in the letter to GoPro, Inc. (the “Company”, “we” or “us”), from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail on April 10, 2024 regarding the Company’s Form 10-K for the fiscal year ended December 31, 2023 (File No. 001-36514) filed with the Commission on February 9, 2024 (the “Form 10-K”). We have repeated below the Staff’s comments in bold italics, followed by the Company’s response below each comment.

Form 10-K for Fiscal Year Ended December 31, 2023

Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates Impairment of Goodwill and Long-lived Assets, page 57

1.You disclosed that the Company experienced the reduction of market capitalization in the second half of 2023, and we note your share prices are continuing to decline in the first quarter of 2024. In that regard, please provide the following disclosures in future filings for each reporting unit with a material amount of goodwill that is at risk:

•The percentage by which fair value exceeded carrying value as of the date of the most recent test;

•A description of the methods and key assumptions used and how the key assumptions were determined;

•A discussion of the degree of uncertainty associated with the key assumptions; and

GoPro, Inc.

3025 Clearview Way

San Mateo, California 94402

United States of America

www.gopro.com

•A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions. Refer to Item 303(b)(3) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment and will update our disclosure in future filings, as applicable, beginning with our quarter ended March 31, 2024.

Non-GAAP Financial Measures, page 58

2.We note you used a new cash-based non-GAAP tax expense approach to determine your non-GAAP net income (loss). Please tell us your consideration of Question 102.11 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations which requires non-GAAP financial measures to include current and deferred income tax expense commensurate with the non-GAAP measure of profitability. In this regard, please explain which period specific items you adjust for as part of this tax approach.

The Company respectfully acknowledges the Staff’s comment and reference to Question 102.11 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In light of the Staff’s comment and upon further review and consideration, we advise the Staff that in future filings, beginning with our quarter ended March 31, 2024, the Company will include a non-GAAP tax provision based on a performance measure inclusive of both current and deferred income tax expenses as outlined in Question 102.11.

3.In future filings, please include a reconciliation of Non-GAAP per share information to GAAP earnings per share. Refer to Question 102.05 of the non-GAAP Financial Measures Compliance & Disclosure Interpretation and Item 10(e)(1)(i)(B) of Regulation S-K.

The Company respectively refers the Staff to page 60 and page 61 of the Form 10-K. The Company shows a reconciliation of GAAP net income (loss) to non-GAAP net income (loss). In addition, the Company provides a reconciliation of GAAP shares outstanding for dilutive net income (loss) per share to non-GAAP shares outstanding for dilutive net income (loss) per share. The Company has disclosed all reconciling items to reconcile GAAP net income (loss) per share to non-GAAP net income (loss) per share.

4.Please clarify your disclosure regarding the "Effect of non-GAAP only dilutive securities" and tell us how the amount was calculated.

The Company respectfully acknowledges the Staff’s comment. The “Effect of non-GAAP only dilutive securities” represents the potentially dilutive securities that

GoPro, Inc.

3025 Clearview Way

San Mateo, California 94402

United States of America

www.gopro.com

have a dilutive impact when the Company is in a net income position. For example, in the fourth quarter of 2023, the Company was in a GAAP net loss position so all potentially dilutive securities were anti-dilutive. However, in the fourth quarter of 2023, the Company was in a non-GAAP net income position, and thus, the Company disclosed potentially dilutive securities that were dilutive. The population of potentially dilutive securities used for both GAAP and non-GAAP are the same. The Company will remove “only” from the “Effect of non-GAAP only dilutive securities” in future filings. In future filings, beginning with our quarter ended March 31, 2024, we will revise the description to be “Effect of non-GAAP dilutive securities”.

Please direct any questions, comments or advice of the Commission staff to the undersigned at (650) 255-1605.

 Respectfully submitted,

 GoPro, Inc.

 By: /s/ Brian McGee

 Brian McGee

 Chief Financial Officer and Chief Operating Officer

Cc:  Nicholas Woodman, Chief Executive Officer

 Eve Saltman, Esq., Chief Legal Officer & Secretary

 GoPro, Inc.

 Dawn Belt, Esq.

 Julia Forbess, Esq.

 Fenwick & West LLP

United States securities and exchange commission logo
April 10, 2024
Nicholas Woodman
Chief Executive Officer
GoPro, Inc.
3025 Clearview Way
San Mateo, California
Re:GoPro, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed February 9, 2024
File No. 001-36514
Dear Nicholas Woodman :
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Impairment of Goodwill and Long-lived Assets , page 57
1.You disclosed that the Company experienced the reduction of market capitalization in the
second half of 2023, and we note your share prices are continuing to decline in the first
quarter of 2024.  In that regard, please provide the following disclosures in future filings
for each reporting unit with a material amount of goodwill that is at risk:
• The percentage by which fair value exceeded carrying value as of the date of the most
recent test;
• A description of the methods and key assumptions used and how the key assumptions
were determined;
• A discussion of the degree of uncertainty associated with the key assumptions; and

 FirstName LastNameNicholas  Woodman
 Comapany NameGoPro, Inc.
 April 10, 2024 Page 2
 FirstName LastName
Nicholas  Woodman
GoPro, Inc.
April 10, 2024
Page 2
• A description of potential events and/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions. Refer to Item 303(b)(3) of
Regulation S-K.
Non-GAAP Financial Measures, page 58
2.We note you used a new cash-based non-GAAP tax expense approach to determine your
non-GAAP net income (loss).  Please tell us your consideration of Question
102.11 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations
which requires non-GAAP financial measures to include current and deferred income tax
expense commensurate with the non-GAAP measure of profitability.  In this regard,
please explain which period specific items you adjust for as part of this tax approach.

3.In future filings, please include a reconciliation of Non-GAAP per share information to
GAAP earnings per share.  Refer to Question 102.05 of the non-GAAP Financial
Measures Compliance & Disclosure Interpretation and Item 10(e)(1)(i)(B) of Regulation
S-K.
4.Please clarify your disclosure regarding the "Effect of non-GAAP only dilutive securities"
and tell us how the amount was calculated.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Christie Wong at 202-551-3684 or Julie Sherman at 202-551-3640 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

Mail Stop 3030
May 30 , 2017

Via E -mail
Brian McGee
Chief Financial Officer
GoPro, Inc.
3000 Clearview Way
San Mateo, CA  94402

Re: GoPro, Inc.
  Form 10 -K for the Fiscal Year Ended December 31 , 2016
Filed February 16, 2017
File No. 001 -36514

Dear Mr. McGee :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Martin James

Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

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May 10, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

 Martin James, Senior Assistant Chief Accountant

 Kaitlin Tillan, Assistant Chief Accountant

Re:

 GoPro, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2016

 Filed February 16, 2017

 File No. 001-36514

Ladies and Gentlemen:

This letter responds to the comments set forth in the letter to GoPro, Inc. (the “Company”, “we” or “us”), from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail on May 1, 2017 regarding the Company’s Form 10-K for the fiscal year ended December 31, 2016 (File No. 001-36514) filed with the Commission on February 16, 2017 (the “Form 10-K”).  We have repeated below the Staff’s comments in bold italics, followed by the Company’s response below each comment.

Form 10-K for the Fiscal Year Ended December 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating expenses, page 40

1.

 We note that there have been significant increases in your research and development expenses in recent periods, and that you expect this trend to continue in 2017. Please revise your MD&A to disclose any known trends or uncertainties with respect to your research and development expenses, and discuss if known the anticipated drivers therefor. For example, it appears that certain of your R&D expenditures have related to the resolution of issues related to Karma.

We respectfully advise the Staff that we considered known trends and uncertainties with respect to our operating expenses (including research and development expenses) in preparing MD&A disclosures in the Form 10-K and believe we have adequately addressed such trends and uncertainties.  By way of background, the Form 10-K includes the following disclosure pertaining to known trends and uncertainties, and the anticipated drivers therefor, regarding our anticipated operating expenses as well as the focus of our research and development spending:

United States Securities and Exchange Commission

Division of Corporation Finance

May 10, 2017

Page 2

Page 36, Looking ahead to 2017

“. . . As a result of our restructuring and other cost saving initiatives, we expect total operating expenses for the first quarter of 2017 will be significantly lower than the first quarter of 2016 and we expect total operating expenses for full year 2017 to be reduced by more than $100 million compared to full year 2016, on both a GAAP and non-GAAP basis. As we work toward achieving non-GAAP profitability in 2017, we expect to implement further cost saving initiatives, including additional restructuring actions, as part of our continued efforts to streamline our operations and focus our resources. We may incur material charges as a result of these initiatives.”

Pages 36-37, Factors Affecting Performance

Investing in research and development and making the smartphone central to the GoPro experience. Our performance is significantly dependent on the investments we make in research and development, including our ability to attract and retain highly skilled and experienced research and development personnel. We expect the timing of new product releases to continue to have a significant impact on our revenue and must continually develop and introduce innovative new cameras, mobile and desktop applications, and other new products and services. We plan to build upon our integrated storytelling solution in future periods, with the smartphone playing an even more central role in the GoPro experience. Our investments in this solution, including marketing and advertising expenses, may not successfully drive increased sales of our products and our users may not adopt our new offerings. If we fail to innovate and enhance our product offerings, our brand, market position and revenue will be adversely affected. Further, we have incurred substantial research and development expenses and if our efforts are not successful, we will not recover the value of these investments.”

Page 44, Liquidity and Capital Resources

“. . . . We believe the restructuring actions and other cost saving initiatives we have taken will enable us to reduce our operating expenses by more than $100 million in 2017 compared to 2016, on both a GAAP and non-GAAP basis, primarily reflecting lower cash-based personnel-related expenses.”

In addition, we refer the Staff to our Form 10-Q for the first quarter of 2017 in which we reported a year-over-year decline in research and development expenses.  We advise the Staff that we intend to continue to review and consider our disclosures regarding known trends and uncertainties in future filings, and include appropriate discussion in MD&A accordingly, and respectfully submit that no revision of the MD&A in our 2016 Form 10-K is warranted at this time.

With respect to the Staff’s comment regarding resolution of issues regarding Karma, in November 2016, we withdrew the Karma drone from the market after we discovered that some Karma units lost power during operation. In preparing our MD&A disclosures in the Form 10-K, we evaluated research and development expenditures related to the resolution of issues related to Karma and concluded that these expenditures have not had, and were not expected to have, a material effect on our results of operations. Rather, the bulk of our research and development expenditures were driven by a 35% increase in average global headcount to support the development of our next generation cameras, aerial products, mounts and accessories, and software offerings, as discussed on page 37 in the MD&A section entitled “Investing in research and development and making the smartphone central to the GoPro experience” and page 40 in the MD&A section entitled “Operating expenses - Research and development”.

United States Securities and Exchange Commission

Division of Corporation Finance

May 10, 2017

Page 3

Schedule II, page 82

2.

 You include Schedule II on page 82 even though on page 84 you state that all schedules are omitted. Please amend the filing to include an audit report on your schedule, as required by Rule 5-04(c) of Regulation S-X. In addition, have your independent registered public accounting firm reference that report in its consent.

The Company acknowledges the Staff's comment and will file a Form 10-K/A to amend Item 8 to include Schedule II within its index and to amend Item 15 to include a cross-reference to Item 8. The 10-K/A will also include an amended audit report that covers the information in Schedule II in accordance with Item 5-04(c) of Regulation S-X, and an updated consent from our independent registered public accounting firm.

* * * * * * * * * * *

United States Securities and Exchange Commission

Division of Corporation Finance

May 10, 2017

Page 4

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (650) 436-4171 or brianmcgee@gopro.com.

 Sincerely,

 /s/ Brian McGee

 Brian McGee

 Chief Financial Officer

cc:

 Sharon Zezima, General Counsel

 GoPro, Inc.

 Dawn Belt

 Fenwick & West LLP

Mail Stop 3030
May 1 , 2017

Via E -mail
Brian McGee
Chief Financial Officer
GoPro, Inc.
3000 Clearview Way
San Mateo, CA  94402

Re: GoPro, Inc.
  Form 10 -K for the Fiscal Year Ended December 31 , 2016
Filed February 16, 2017
File No. 001 -36514

Dear Mr. McGee :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating expenses, page 40

1. We note that there have been significant increases in your research and development
expenses in recent periods, and that you expect this trend to continue in 2017.  Please
revise  your MD&A to disclose any known trends or uncertainties with respect to your
research and development expenses, and discuss if known the anticipated drivers
therefor.   For example it appears that certain of your R&D expenditures have related to
the resolu tion of issues related to Karma.

Brian McGee
GoPro, Inc.
May 1 , 2017
Page 2

 Schedule II, page 82

2. You include Sched ule II on page 82 even though on page 84 you state that all schedules
are omitted.   Please amend the filing to include an audit report on your schedule, as
required by Rule 5 -04(c) of Regulation S -X.  In addition, have your independent
registered public ac counting firm reference that report in its consent.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Michael Fay at (202) 551-3812 or Kate Tillan, Assistant Chief
Accountant, at (202) 551-3604 if you have questions regarding comments on the financial
statements and related matters.  Please contact Brian Soares at (202) 551-3580 or Tim
Buchmiller at (202) 551-3635 with any other questions.

Sincerely,

 /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

Mail Stop 4628

October 21 , 2016
Via E-Mail
Brian McGee
Chief Financial Officer
GoPro, Inc.
3000 Clearview Way
San Mateo, CA 94402

 Re: GoPro , Inc.
  Form 10-K for the Fiscal Year Ended December  31, 2015
  Filed February 2 9, 2016
  File No. 1-36514

Dear Mr. McGee :

We refer you to our comment letter  dated  September 30, 2016  regarding business
contacts with Syria and Sudan .  We have completed our review of this  subject matter.  We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, n otwithstanding any review, comments, action or absence of action by the
staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Sharon Zezima, General Counsel
  GoPro, Inc.

  Amanda Ravitz
  Assistant Director

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October 12, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

 Cecilia Blye, Chief Office of Global Security Risk

 Jennifer Hardy, Special Counsel

Re:

 GoPro, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015

 Filed February 29, 2016

 File No. 001-36514

 Ladies and Gentlemen:

GoPro, Inc. (“GoPro,” the “Company,” “we” or “us”), in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail on September 30, 2016 that relate to the Company’s Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-36514) filed with the Commission on February 29, 2016.  The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics.

1.

 You disclose that you have identified, and reported to federal agencies, possible firmware downloads for cameras to persons in embargoed countries and potential sanctions violations involving the provision of support services and firmware updates to persons in embargoed countries. Syria and Sudan are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements. You should describe any products or services you have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

We refer the Staff to our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-36514) filed with the Commission on February 20, 2015, in which we stated that the Company discovered potential export violations in 2014 involving GoPro HERO3 and HERO3+ camera registrations and possible firmware downloads to sanctioned countries.  GoPro self-reported these potential violations to the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC).

United States Securities and Exchange Commission

Division of Corporation Finance

October 12, 2016

Page 2

By way of explanation, GoPro users may register their cameras on the Company’s website, www.gopro.com.  In order to register, users must supply their first name, last name, email address, country selection from a drop down menu, and a 15-digit serial number that is printed on the camera.  Once registered, users can download firmware for the camera at no charge.  Prior to June of 2014, GoPro did not keep records of downloads; therefore, we did not know if those who registered actually downloaded the firmware.  In an abundance of caution, we assumed that each registered user downloaded the firmware and we reported our assumption to OFAC that registered users may have downloaded the firmware.

As to Syria and Sudan, GoPro reviewed its database of 3,033,853 camera registrations for the HERO3 and HERO3+ cameras looking for instances in which the registered user either: (1) selected an embargoed country from the drop-down menu or (2) had an IP address associated with an embargoed country.  Out of 3,033,853 camera registrations, GoPro found 45 instances in which users either self-identified as being located in Sudan or had an IP address associated with Sudan, and 23 instances in which customers either self-identified as being located in Syria or had an IP address associated with Syria.  GoPro has not derived any revenue from the aforementioned camera registrations, and has since taken remedial measures to prevent potential export violations from occurring in the future, including implementation of IP address logging for downloads as well as blocking based on IP addresses.  We do not sell our cameras or any of our products directly into Syria or Sudan, nor are our distributors authorized to sell to Embargoed Countries.

Other than as specified above: (1) GoPro has no past, current or anticipated contacts with Syria or Sudan, whether through its affiliates, distributors, resellers or other direct or indirect arrangements, and (2) GoPro has not provided any product or services to Syria or Sudan, directly or indirectly, and has no agreements, commercial arrangements, or other contacts with the governments of Syria or Sudan or, to our knowledge, entities they control.

2.

 Please discuss the materiality of any contacts with Syria or Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

We believe the previously described very limited contacts with Syria and Sudan with respect to the firmware downloads described in our above response do not constitute a material investment risk for our security holders, whether analyzed on a quantitative or qualitative basis. Moreover, as set forth above, GoPro has no other past, current or anticipated contacts with Syria or Sudan, whether through the Company’s affiliates, distributors, resellers or other direct or indirect arrangements, and has no revenues, assets or liabilities associated with those regions.

United States Securities and Exchange Commission

Division of Corporation Finance

October 12, 2016

Page 3

3.

 We are aware of recent news reports about ISIS members using GoPro products to shoot footage. Please address for us the potential for reputational harm from the reports.

We are very active in monitoring GoPro’s public image and the reputation of the Company and its products.  To date, we are not aware of any adverse public reaction to the alleged use of GoPro cameras by ISIS members or any reputational harm to GoPro originating or resulting from these news reports, and do not believe that such reports constitute a material investment risk for our security holders. The risk factors disclosed in our Annual Report on Form 10-K address the importance of maintaining the Company’s reputation and brand, as well as potential risks related to use of our products, and we will continue updating our risk factors for specific uses of our products as we deem appropriate to convey this risk.

* * * * * * * * * * *

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (650) 436-4172.

 Sincerely,

 /s/ Brian McGee

 Brian McGee

 Chief Financial Officer

cc:

 Sharon Zezima, General Counsel

 GoPro, Inc.

 Dawn Belt

 Fenwick & West LLP

Mail Stop 4628

September  30, 2016
Via E-Mail
Brian McGee
Chief Financial Officer
GoPro, Inc.
3000 Clearview Way
San Mateo, CA 94402

 Re: GoPro , Inc.
  Form 10-K for the Fiscal Year Ended December  31, 2015
  Filed February 2 9, 2016
  File No. 1-36514

Dear Mr. McGee :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the  following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosu re.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in y our response.

After reviewing your response to these  comments, we may have  additional comments.

Risk Factors, page l1
We are subject to governmental export and import controls .., page 23

1. You disclose that you have identified, and reported to federal  agencies, possible firmware
downloads for cameras to persons in embargoed countries and potential sanctions
violations involving the provision of support services and firmware updates to persons in
embargoed countries .  Syria and Sudan are designated by t he State Department as state
sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.
Please describe to us the nature and extent of any past, current, and anticipated contacts
with Syria and Sudan, whether through subsidiari es, affiliates, distributors, resellers or
other direct or indirect arrangements.  You should describe any products or services you
have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial
arrangements, or other contacts wit h the governments of those countries or entities they
control.

Brian McGee
GoPro, Inc.
 September 30, 2016
 Page 2

 2. Please discuss the materiality of any contacts with  Syria or Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated rev enues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the pot ential impact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that  do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan  and Syria.

3. We are aware of rec ent news reports about ISIS members using GoPro products to shoot
footage.  Please address for us the potential for reputational harm from the reports.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing  to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure  in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiate d by
the Commission or any person under the federal securities laws of the United States.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

Brian McGee
GoPro, Inc.
 September 30, 2016
 Page 3

  cc:  Sharon Zezima, General Counsel
  GoPro, Inc.

  Amanda Ravitz
  Assistant Director

Mail Stop 3030
June 2 7, 2016

Via E -mail
Brian McGee
Chief Financial  Officer
GoPro, Inc.
3000 Clearview Way
San Mateo, CA  94402

Re: GoPro, Inc.
  Form 10 -K for the Fiscal Year Ended December 31 , 2015
Filed February 2 9, 2016
File No. 001 -36514

Dear Mr. McGee :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who ar e responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Martin James

 Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

CORRESP
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		Document

June 16, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

 Martin James, Senior Assistant Chief Accountant

 Kaitlin Tillan, Assistant Chief Accountant

Re:

 GoPro, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015

 Filed February 29, 2016

 File No. 001-36514

Ladies and Gentlemen:

GoPro, Inc. (the “Company”, “we” or “us”), in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail on June 2, 2016 that relate to the Company’s Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-36514) filed with the Commission on February 29, 2016 (the “Form 10-K”).  The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics.

Form 10-K for the Fiscal Year Ended December 31, 2015

Item 8.  Financial Statements

Note 2. Summary of Significant Accounting Policies

Point of purchase (POP) displays, page 58

1.

 We note from your response to comment 3 that you classify the cash outflows of POP displays as operating activities and not investing activities. Please explain to us how you considered ASC 230-10-45-13(c).

We advise the Staff that we considered ASC 230-10-45-13(c) and note that payments to acquire property, plant, and equipment (“PP&E”) and other productive assets are to be considered cash outflows for investing activities. The Company believes that the nature of the cash outflows related to the purchase of POP displays is more akin to a deferred advertising expense, which is an operating cash flow, rather than the purchase of PP&E or other productive assets. As a result, we do not classify the cost of POP displays as an element of PP&E on our consolidated balance sheet. The fact that the cost of POP displays are deferred and expensed over time does not change the nature of the related cash outflow to an investing activity.

Furthermore, we believe an analogy can be drawn to the cash flow classification for the costs of planned major maintenance for certain aircraft, ocean vessels, or oil and gas barges. GAAP permits two alternative

United States Securities and Exchange Commission

Division of Corporation Finance

June 16, 2016

Page 2

accounting methods for these costs: direct expensing and capitalization, and we understand the Staff has issued comments that the nature of the cash outflows for major maintenance is operating in nature, irrespective of whether the costs are directly expensed or capitalized and amortized into expense over time. Thus, based on our usage of the POP displays, we believe that the cash payments associated with our POP displays are appropriately classified as cash flows from operations in a similar manner that cash payments for major maintenance on certain assets have been found to be operating in nature, notwithstanding that the costs of the asset are amortized over time.

Note 8. Income Taxes

Uncertain income tax positions, page 73

2.

 The revised disclosure included in your response to comment 4 addresses the nature of the events that could occur in the next 12 months, but it does not appear to address the requirement of ASC 740-10-50-15(d)(1) for disclosure of the nature of the uncertain tax position. Please revise your disclosure in future filings. Also refer to ASC 740-10-55-217.

We acknowledge the Staff’s comment and we will provide these additional disclosures in future filings beginning with our Form 10-Q for the quarter ended June 30, 2016. Using the disclosure in Note 9 on pages 15 and 16 of our Form 10-Q for the quarter ended March 31, 2016 as an example, the following is an illustration of future proposed disclosures (proposed new disclosures shown in underlined and bolded text), updated from our previous response:

The Company is currently under examination by the Internal Revenue Service for the 2012 through 2014 tax years and California Franchise Tax Board for the 2011 and 2012 tax years. At this time, the Company is not able to estimate the potential impact that the examination may have on income tax expense. If the examinations are resolved unfavorably, there is a possibility it may have a material negative impact on the Company's results of operations. At March 31, 2016 and December 31, 2015, the Company’s gross unrecognized tax benefits was $45.4 million and $36.3 million, respectively. If recognized, $31.1 million of these unrecognized tax benefits (net of federal benefit) at March 31, 2016 would be recorded as a reduction of future income tax provision. These unrecognized tax benefits relate primarily to unresolved matters with taxing authorities regarding the Company’s transfer pricing positions and tax positions based on the Company’s interpretation of certain U.S. trial and appellate court decisions, which remain subject to appeal and therefore could be overturned in future periods. The Company’s existing tax positions will continue to generate an increase in unrecognized tax benefits in subsequent periods. Management believes events that could occur in the next 12 months and cause a material change in unrecognized tax benefits include, but are not limited to, the completion of examinations by the U.S. or foreign taxing authorities and the expiration of statute of limitations on the Company's tax returns. Although the completion, settlement and closure of any audits is uncertain, it is reasonably possible that the total amount of unrecognized tax benefits will materially increase within the next 12 months. However, given the number of years remaining that are subject to examination, the range of the reasonably possible change cannot be estimated reliably.

Note 10. Commitments, Contingencies and Guarantees

Product warranty, page 75

3.

 In your response to comment 6 you told us that warranty costs increased in 2015 due, in part, to significant revenue growth in the fourth quarter of 2014. Please explain to us why the warranty costs attributable to 2014 revenue increased warranty expenses in 2015. In addition, please clarify for us why warranty costs as a percentage of revenue increased in the first quarter of 2015 when compared to the preceding quarter.

United States Securities and Exchange Commission

Division of Corporation Finance

June 16, 2016

Page 3

We advise the Staff that the warranty costs attributable to 2014 revenue did not result in increased warranty expenses in 2015. In clarification of our earlier response to comment 6, the $15.1 million increase in warranty costs to $25.4 million in 2015 from $10.3 million in 2014 was primarily attributable to higher total revenues in 2015, reflecting a growth trend that began in the fourth quarter of 2014 and continued through the first three quarters of 2015, which was driven by the launch of our HERO4 capture devices in late 2014.

In addition, in 2014, certain camera inventory used for intra-period “settlements of warranty claims” was netted against amounts presented as “charged to cost of revenue” in Note 10 to our consolidated financial statements. Beginning with the first quarter of 2015, intra-period warranty activity for 2015 was bifurcated and disclosed between these two line items in the notes to our quarterly and annual financial statements. These reporting refinements represented approximately $3 million of the increased warranty costs charged to cost of revenue disclosed in Note 10. Warranty costs as a percentage of revenue in the first quarter of 2015, absent the aforementioned reporting refinement, were approximately flat as compared to the preceding quarter. We concluded the reporting refinement was immaterial to our consolidated financial statements and therefore 2014 warranty amounts were not reclassified to conform to the 2015 presentation in our Form 10-K.

* * * * * * * * * * *

United States Securities and Exchange Commission

Division of Corporation Finance

June 16, 2016

Page 4

In connection with our response we acknowledge:

•

 We are responsible for the adequacy and accuracy of the disclosures in our filing;

•

 Your comments or our changes to our disclosures in response to your letter do not foreclose the SEC from taking any action with respect to our filings; and

•

 We will not assert SEC comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (650) 436-4172.

 Sincerely,

 /s/ Brian McGee

 Brian McGee

 Chief Financial Officer

cc:

 Sharon Zezima, General Counsel

 GoPro, Inc.

 Dawn Belt

 Fenwick & West LLP

Mail Stop 3030
June 2 , 2016

Via E -mail
Brian McGee
Chief Financial  Officer
GoPro, Inc.
3000 Clearview Way
San Mateo, CA  94402

Re: GoPro, Inc.
  Form 10 -K for the Fiscal Year Ended December 31 , 2015
Filed February 2 9, 2016
File No. 001 -36514

Dear Mr. McGee :

We have reviewed  your May 25, 2016 response to our comment letter 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and cir cumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.
Unless we note otherwise, our references to prior comments are to comments in our May 12,
2016 letter .

Form  10-K for the Fiscal Year Ended December 31, 2015

Item 8.  Financial Statements

Note 2.  Summary of Significant Accounting Policies

Point of purchase (POP) displays, page 58

1. We note from your response to comment 3 that you classify the cash outflows of  POP
displays as operating activities and not investing activities.  Please explain to us how you
considered ASC 230 -10-45-13(c).

Brian McGee
GoPro, Inc.
June 2 , 2016
Page 2

 Note 8. Income Taxes

Uncertain income tax positions, page 73

2. The revised disclosure included in your response to comment 4 addresses the nature of
the events that could occur in the next 12 months, but it does not appear to address the
requirement of ASC 740 -10-50-15(d)(1) for disclosure of the nature of the uncerta in tax
position.  Please revise your disclosure in future filings.  Also r efer to ASC 740 -10-55-
217.

Product warranty, page 75

3. In your response to comment 6 you told us  that warranty costs increased in 2015 due, in
part, to significant revenue grow th in the fourth quarter of 2014.  Please explain to us
why the warranty costs attributable to 2014 revenue increased warranty expenses in 2015.
In addition, please clarify for us why warranty costs as a percentage of revenue increased
in the first quarte r of 2015 when compared to the preceding quarter.

Acknowledgements

4. As previously requested, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Michael Fay at 202 -551-3812 , or Kate  Tillan, Assistant Chief
Accountant,  at 202 -551-3604  with any questions .  You may also reach me at 202-551-3671.

Sincerely,

 /s/ Kate Tillan for

 Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

CORRESP
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		Document

May 25, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

 Martin James, Senior Assistant Chief Accountant

 Kaitlin Tillan, Assistant Chief Accountant

Re:

 GoPro, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015

 Filed February 29, 2016

 File No. 001-36514

Ladies and Gentlemen:

GoPro, Inc. (the “Company”, “we” or “us”), in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail on May 12, 2016 that relate to the Company’s Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-36514) filed with the Commission on February 29, 2016 (the “Form 10-K”). The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics.

Form 10-K for the Fiscal Year Ended December 31, 2015

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 42

1.

 We note your disclosure on pages 14 and 34 of your expected substantial first quarter net loss and your weaker sell through trends and product repricing. Please tell us how you considered these known trends and uncertainties in your disclosure under Item 303(A)(1) of Regulation S-K and Section IV of SEC Release 34-48960.

We advise the Staff that we considered the instructions and guidance in Item 303(a) of Regulation S-K and Section IV of SEC Release 34-48960 in preparing our liquidity disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in the Form 10-K. In particular, we assessed the impact of our projected 2016 operating results reported in the Form 10-K in evaluating our ability to generate cash and meet upcoming liquidity and capital resource needs. We did not expect our projected lower revenues, net losses and use of cash, including cash to fund contemplated acquisitions, to have a material impact on our ability to meet day-to-day operating expenses and commitments in the next 12 months. Further, we anticipated improvements in our working capital and did not expect pricing reductions and corresponding price protection-related charges recorded in 2015 to have a continuing material impact on future operating results. Over the long-term, we forecast to continue to generate positive cash flow from operations as we did in each of the three years of 2013-2015. As a result, we determined that the aforementioned

United States Securities and Exchange Commission

Division of Corporation Finance

May 25, 2016

Page 2

trends and uncertainties are not reasonably likely to have a material effect on our liquidity and concluded that additional discussion and analysis in the Form 10-K was not required. We will continue to monitor our liquidity and capital resources and evaluate the need for additional MD&A disclosure in future filings.

Non-GAAP Financial Measures, page 47

2.

 We note that you exclude POP display advertising from adjusted EBITDA.  Please explain to us the reason you make this adjustment and revise future filings to clarify in your disclosure under Items 10(e)(1)(i)(C) and (D) of Regulation S-K.

We advise the Staff that point-of-purchase (POP) display costs, less any fees charged, are recorded as other long-term assets on our consolidated balance sheets and amortized to sales and marketing expense over the expected period of benefit. We exclude POP display amortization in calculating adjusted EBITDA because it is a non-cash charge that is similar to the other charges we exclude in calculating adjusted EBITDA, including depreciation, amortization of acquired intangible assets and stock-based compensation. As described on page 48 of the Form 10-K, we use non-GAAP financial measures (including adjusted EBITDA) to help us understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operational plans. Insofar as this information is used by our management, we believe that it may similarly be useful to investors.

In response to the Staff’s comment, we will revise future filings to clarify our disclosure under Items 10(e)(1)(i)(C) and (D) of Regulation S-K beginning with our Form 10-Q for the quarter ended June 30, 2016. Using the disclosure in the Non-GAAP Financial Measures discussion within the MD&A on page 29 of our Form 10-Q for the quarter ended March 31, 2016 as an example, the following is an illustration of future proposed disclosures (proposed new disclosures shown in underlined and bolded text):

We use the non-GAAP financial measures of adjusted EBITDA, non-GAAP net income (loss), and non-GAAP earnings (loss) per share to help us understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operational plans. We believe that these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. These non-GAAP financial measures should not be considered in isolation from, or as an alternative to, measures prepared in accordance with GAAP, and are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Some of these limitations are:

•

 These non-GAAP financial measures exclude certain recurring, non-cash charges such as stock-based compensation and amortization of acquired intangible assets;

•

 adjusted EBITDA does not reflect tax payments that reduce cash available to us;

•

 adjusted EBITDA excludes depreciation and amortization and, although these are non-cash charges, the property and equipment assets, including POP displays, being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA does not reflect any cash capital expenditure requirements for such replacements; and

•

 adjusted EBITDA also excludes the amortization of POP display assets because it is a non-cash charge, and similar to depreciation of property and equipment and amortization of acquired intangible assets; and

•

 other companies may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, you should consider adjusted EBITDA, non-GAAP net income (loss), and non-GAAP diluted earnings (loss) per share alongside other financial performance measures, including our financial results presented in accordance with GAAP.

United States Securities and Exchange Commission

Division of Corporation Finance

May 25, 2016

Page 3

Item 8.  Financial Statements

Note 2.  Summary of Significant Accounting Policies

Point of purchase (POP) displays, page 58

3.

 We note you amortize your POP displays over 24 to 36 months. Please clarify for us how you determined the appropriate period of amortization.  As part of your response, please address whether the retailers are under contractual obligation to use the POP displays provided to them, whether notice is provided to you after any discontinuation of use, and whether ownership of the displays rests with you or the retailers. In addition, clarify for us how the cash outflows and amortization related to POP displays are presented in your statements of cash flows.

We advise the Staff that POP displays are provided to retailers, generally free of charge, in order to facilitate the marketing of the Company’s products within retail stores. The POP displays contain a display that broadcasts video images captured by GoPro cameras with product placement available for cameras and accessories. We further advise the Staff that retailers are under contractual obligation to use the POP display units that we provide to them, retailers generally provide notice to us after discontinuation of use and all POP display units remain the property of GoPro. We advise the Staff that we determine the appropriate period of POP display amortization based on our assessment of several factors, including: estimates of useful life for assets of comparable design and construction, the timing and frequency of replacement of POP displays at retailer locations, the quality and durability of manufactured materials, and historical analysis of units shipped. We evaluate the economic remaining useful lives of our POP display units on at least an annual basis.

We further advise the Staff that we classify POP displays as other long-term assets on our consolidated balance sheets, and cash outflows and amortization related to POP displays are classified as operating activities in our consolidated statement of cash flows as a component of the “prepaid expense and other assets” line item.

Note 8.  Income Taxes

Uncertain income tax positions, page 73

4.

 You disclose that it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next 12 months. In future filings, please provide the disclosure required by ASC 740-10-50-15(d)(1) and (2).

We acknowledge the Staff’s comment and we will provide these additional disclosures in future filings beginning with our Form 10-Q for the quarter ended June 30, 2016. Using the disclosure in Note 9 on pages 15 and 16 of our Form 10-Q for the quarter ended March 31, 2016 as an example, the following is an illustration of future proposed disclosures (proposed new disclosures shown in underlined and bolded text):

The Company is currently under examination by the Internal Revenue Service for the 2012 through 2014 tax years and California Franchise Tax Board for the 2011 and 2012 tax years. At this time, the Company is not able to estimate the potential impact that the examination may have on income tax expense. If the examinations are resolved unfavorably, there is a possibility it may have a material negative impact on the Company's results of operations. At March 31, 2016 and December 31, 2015, the Company’s gross unrecognized tax benefits was $45.4 million and $36.3 million, respectively. If recognized, $31.1 million of these unrecognized tax benefits (net of federal benefit) at March 31, 2016 would be recorded as a reduction of future income tax provision. Our existing tax positions will continue to generate an increase in unrecognized tax benefits in subsequent periods. Management believes events that could occur in the next 12 months and cause a material change in unrecognized tax benefits include, but are not limited to, the completion of

United States Securities and Exchange Commission

Division of Corporation Finance

May 25, 2016

Page 4

examinations by the U.S. or foreign taxing authorities and the expiration of statute of limitations on the Company's tax returns. Although the completion, settlement and closure of any audits is uncertain, it is reasonably possible that the total amounts of unrecognized tax benefits will materially increase within the next 12 months. However, given the number of years remaining that are subject to examination, the range of the reasonably possible change cannot be reliably estimated.

Note 10.  Commitments, Contingencies and Guarantees

Legal proceedings, page 75

5.

 We note the 2016 class action lawsuits discussed on page 29. Please tell us why you did not include a discussion of your 2016 lawsuits either here or in your subsequent events footnote. Refer to ASC 450-20-50-9.

By way of background, and as disclosed in Part I, Item 3 of the Form 10-K, an initial purported class action lawsuit was filed on January 13, 2016 and purported class actions asserting essentially the same claims were filed between that date and February 19, 2016. On January 25, 2016, a purported class action on behalf of a different purported class was filed. In the preparation of the 2015 consolidated financial statements that were included in the Form 10-K, we evaluated information available to us at the time of filing regarding these separate groups of purported class action suits. Based on that information, we were not able to determine that it was reasonably possible that a material loss would be incurred, and therefore determined that no disclosure was necessary in Note 10 or Note 12 to the financial statements.

Notwithstanding our inability to determine that it was reasonably possible that a material loss would be incurred, we nonetheless elected to make disclosure in Part I, Item 3 of the Form 10-K in light of the nature of the claims asserted. We believe that our decision to disclose these matters should not be viewed as acknowledgment of their materiality, or an assessment of the probability that any material losses would result.

Product warranty, page 75

6.

 Please explain to us the reason for the increase in the amount charged to warranty claims during 2015.

By way of background, we generally provide 12-month warranty coverage on all of our products except in the European Union where we provide a two-year warranty. Our warranty provides for repair or replacement of the associated products during the warranty period. We establish a liability for estimated product warranty costs at the time product revenue is recognized.

We advise the Staff that the amounts charged to cost of revenue for warranty claims increased by $15.1 million to $25.4 million in 2015 from $10.3 million in 2014 due to significant revenue growth in the fourth quarter of 2014 and higher total revenues in 2015. This increase in our estimated warranty costs recorded during the year of approximately 150% was partially offset by a corresponding increase in warranty claims settled that were approximately 170% higher than 2014. Warranty repair and replacement costs, on a unit basis, were approximately flat year-over-year.

Our ending warranty liability increased by $4.5 million, or approximately 70%, to $10.9 million at December 31, 2015 from $6.4 million at December 31, 2014. The growth in our ending liability balance was lower than the noted increase in warranty claims activity due to a decline in fourth quarter revenue of approximately 30% year-over-year.

* * * * * * * * * * *

United States Securities and Exchange Commission

Division of Corporation Finance

May 25, 2016

Page 5

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (650) 335-7657.

 Sincerely,

 /s/ Sharon Zezima

 Sharon Zezima

 General Counsel

cc:

 Brian McGee, Chief Financial Officer

 GoPro, Inc.

 Dawn Belt

 Fenwick & West LLP

Mail Stop 3030
May 1 2, 2016

Via E -mail
Brian McGee
Chief Financial  Officer
GoPro, Inc.
3000 Clearview Way
San Mateo, CA  94402

Re: GoPro, Inc.
  Form 10 -K for the Fiscal Year Ended December 31 , 2015
Filed February 2 9, 2016
File No. 001 -36514

Dear Mr. McGee :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Liquidity and Capital Resources, page 42

1. We note your disclosure on pages 14 and 34 of your expected substantial first quarter net
loss and your weaker sell th rough trends and product repricing.  Please tell us how you
considered these known trends and uncertainties in your disclosure under Item 303(A)(1)
of Regulation S -K and Section IV of SEC Release 34 -48960.

Brian McGee
GoPro, Inc.
May 1 2, 2016
Page 2

 Non-GAAP Financial Measures, page 47

2. We note that you exclude POP display advertising from adjusted EBITDA.  Please
explain to us the reason you make this adjustment and revise future filings to clarify in
your disclosure under Items 10(e)(1)(i)(C) and (D) of Regulation S -K.

Item 8.  Financial S tatements

Note 2.  Summary of Significant Accounting Policies

Point of purchase (POP) displays, page 58

3. We note you amortize your POP displays over 24 to 36 months.  Please clarify for us how
you determined the appropriate period of amortization.  As pa rt of your response, please
address whether the retailers are under contractual obligation to use the POP displays
provided to them, whether notice is provided to you after any discontinuation of use, and
whether ownership of the displays rests with you or  the retailers.  In addition, clarify for
us how the cash outflows and amortization related to POP displays are presented in your
statements of cash flows.

Note 8. Income Taxes

Uncertain income tax positions, page 73

4. You disclose that it is reasonably possible that the total amounts of unrecognized tax
benefits will significantly increase within the next 12 months.  In future filings, please
provide the disclosure required by ASC 740 -10-50-15(d)(1) and (2).

Note 10.  Commitments, Contingencies and Guarantees

Legal proceedings, page 75

5. We note the 2016 class action lawsuits discussed on page 29.  Please tell us why you did
not include a discussion of your 2016 lawsuits either here or in your subsequent events
footnote.  Refer to ASC 450 -20-50-9.

Product warranty, page 75

6. Please explain to us the reason for the increase in the amount charged to warranty claims
during 2015.

Brian McGee
GoPro, Inc.
May 1 2, 2016
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Michael Fay at 202 -551-3812 , or Kate  Tillan, Assistant Chief
Accountant,  at 202 -551-3604  with any questions .  You may also reach me at 202-551-3671.

Sincerely,

 /s/ Kate Tillan for

 Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

CORRESP
1
filename1.htm

CORRESP

 June 23, 2014

 GOPRO, INC.

 3000 Clearview Way

 San Mateo, CA 94402

VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Attention:

 Kevin Kuhar, Staff Accountant

Kaitlin Tillan, Assistant Chief Accountant

Joseph McCann, Staff Attorney

Mary Beth Breslin, Staff Attorney

Amanda Ravitz, Assistant Director

Re:

GoPro, Inc. Registration Statement on Form S-1 (File No. 333-196083) originally filed May 19, 2014, as amended, and corresponding Registration Statement on Form 8-A (File No. 001-36514)
filed June 20, 2014

 Ladies and Gentlemen:

 Requested Date: June 25, 2014

 Requested Time: 4:00 PM Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, GoPro, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or
as soon thereafter as practicable.

 The Registrant hereby authorizes Daniel J. Winnike or Dawn H. Belt, both of whom are attorneys with
the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

Ÿ

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

Ÿ

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Ÿ

 the Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 The Registrant requests that it be notified of such effectiveness by a telephone call to
Mr. Winnike at (650) 335-7657, or in his absence, Ms. Belt at (650) 335-7830.

 Sincerely,

GOPRO, INC.

 By:

 /s/ Sharon Zezima

 Sharon Zezima

General Counsel and Secretary

cc:

Jack Lazar, Chief Financial Officer

 Sharon Zezima,
General Counsel

 GoPro, Inc.

 Daniel J. Winnike, Esq.

 Dawn H. Belt, Esq.

Fenwick & West LLP

Robert G. Day, Esq.

 Allison B.
Spinner, Esq.

 Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
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

CORRESP
1
filename1.htm

CORRESP

 June 5, 2014

DANIEL J. WINNIKE

 EMAIL DWINNIKE@FENWICK.COM

DIRECT DIAL (650) 335-7657

 CONFIDENTIAL TREATMENT REQUESTED BY GOPRO, INC.

PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE

BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE.

VIA EDGAR AND OVERNIGHT COURIER

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

Attention:
Kevin Kuhar, Staff Accountant

Kaitlin Tillan, Assistant Chief Accountant

Joseph McCann, Staff Attorney

Mary Beth Breslin, Staff Attorney

Amanda Ravitz, Assistant Director

Re:
GoPro, Inc.

Registration Statement on Form S-1

Filed May 19, 2014

File No. 333-196083

 Ladies and Gentlemen:

On behalf of GoPro, Inc. (the “Company”) and in response to comment 17 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated March 5, 2014 (the “Initial Comment Letter”), which relates to the
above-referenced Draft of the Registration Statement on Form S-1 (the “Registration Statement”), we submit this supplemental letter to assist the Staff in its review of the Company’s Registration Statement.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the
Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act. The Company advises the
Staff that on June 5, 2014, representatives of J.P. Morgan, the lead underwriter of the Company’s proposed initial public offering, discussed with the Company a preliminary price range (the “Preliminary Price
Range”), based on then-current market conditions, of between $* and $* per share for this offering. The Company also notes that it will set forth a bona fide offering price range in a pre-effective amendment to the Registration
Statement prior to the distribution of any preliminary prospectus, but the parameters of that final price range will be subject to then-current market conditions, continuing discussions with J.P. Morgan and the other underwriters, as well as further
business and market developments affecting the Company.

* Confidential material redacted

 CONFIDENTIAL TREATMENT
REQUESTED BY GOPRO, INC.

 GOPRO -1

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 5, 2014

 Page
 2

 Prior to June 5, 2014, the Company had not held formal discussions with the underwriters
regarding the possible price range for the contemplated initial public offering. The Preliminary Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes an initial public offering has been
completed with no weighting attributed to any other outcome for the Company’s business, such as being subject to a strategic merger or sale, and other factors, which were taken into account in the valuations further described below.

The Company supplementally advises the Staff that, as described beginning on page 81 of the Registration Statement filed with
Commission on May 19, 2014, the Company has regularly performed contemporaneous valuations of the Company’s common stock to assist the Company’s Board of Directors (the “Board”) in its determination of the
common stock’s estimated fair value for purposes of granting stock options. In its determinations, the Board has considered numerous objective and subjective factors, including the factors set forth on pages 79-80 of the Registration Statement,
the status of the Company’s progress towards an initial public offering and the then most recent valuation report prepared by a third party valuation specialist (each, a “Valuation Report”). The Board, as applicable,
also determined that the assumptions and inputs used in connection with such contemporaneous valuations reflect the Board’s and management’s best estimate of the business condition, future prospects and operating performance of the Company
at each valuation date.

 The following table summarizes the number of equity awards granted during the past twelve months,
and the fair value of the Company’s common stock underlying such grants as determined by the Board and used for financial reporting purposes. The Board based its determination of the fair value of the Company’s common stock on the factors
described in the Registration Statement, including the valuation reports that the Company obtained from its third party valuation specialist. The fair value of the common stock for purposes of calculating the related stock-based compensation expense
was based on a number of factors, including the contemporaneous third-party valuation that was closest in proximity to the grant date. The Company has not granted any other equity awards following June 3, 2014 through the date of this letter.

 CONFIDENTIAL TREATMENT
REQUESTED BY GOPRO, INC.

 GOPRO - 2

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 5, 2014

 Page
 3

 Grant date

Number
of options
granted

Number
of RSUs
granted

Fair value of
common stock
determined
by the Board

Fair value of
common stock
for financial
reporting

 June 20, 2013

499,200

$
15.40

$
15.59

 July 22, 2013

143,300

15.59

15.59

 September 16, 2013

338,300

15.59

16.19

 October 30, 2013

499,200

16.19

16.19

 December 13, 2013

354,800

16.19

16.22

 January 29, 2014

1,148,650

300,000

16.22

16.22

 March 23, 2014

385,309

16.39

16.39

 March 31, 2014

36,900

16.39

16.39

 May 1, 2014

247,622

16.39

18.40

 May 30, 2014

309,600

18.40

18.40

 June 2, 2014

79,587

1,630

18.40

18.40

 June 3, 2014

2,427,106

4,748,749

18.40

18.40

 The Preliminary Price Range reflects the Company’s discussions with J.P. Morgan and was not determined
using the same methodology used by management and its third party valuation specialist to value the Company’s Common Stock in recent contemporaneous and periodic valuations. The Company believes the difference between the fair value of its
common stock, for financial reporting purposes, on the aforementioned grant dates and the current Preliminary Price Range is primarily the result of the following factors:

Liquidity Discount

The Preliminary Price Range necessarily assumes that the initial public offering has been completed and a public market for the Company’s
common stock has been created, and therefore excludes any marketability or illiquidity discount for the Company’s common stock. The Valuation Reports reflected a discount factor for the lack of marketability (“DLOM”), as described in
the Registration Statement. The Company believes the DLOM is appropriate due to its shares not being freely transferable, as compared to those that trade in an established market, the volatility of the market, uncertainty about the extent of public
investor interest in new public offerings of securities and the uncertainty surrounding the timing and interest of the Company’s IPO at the valuation date.

Comparable Companies

The Company’s common stock Valuation Report utilizes financial multiples from a group of comparable companies in the consumer electronics
industries. Given that the Company generated substantially all of its revenue from the sale of its cameras and accessories as of the date of the valuation, the consumer electronics industry group was determined to be the appropriate group for common
stock valuation purposes.

 In contrast, the Preliminary Pricing Range not only considers comparable consumer electronics companies but also
includes high growth consumer, digital media and 3D

 CONFIDENTIAL TREATMENT
REQUESTED BY GOPRO, INC.

 GOPRO - 3

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 5, 2014

 Page
 4

printing companies which have considerably higher financial multiples. The Company believes that due to its limited revenue and experience to date related to the distribution of media content,
that the inclusion of high growth consumer, digital media and 3D printing company comparatives was not appropriate for its historical common stock valuations.

Other Exit Scenarios

The Preliminary Price Range assumes that the initial public offering has been completed, and as such, no probability was assigned to other
outcomes such as an IPO occurring in a period outside of the near term or the Company entering into a strategic sale or merger. As a result, the Preliminary Price Range was neither reduced by the expected future business values (discounted to
present value) from other potential future liquidity events nor discounted for a lack of marketability. In contrast, the Company’s determinations of fair value during the period presented contemplated other exit scenarios and a discount for
lack of marketability.

 The Company also notes as a factor to be considered in the valuation of its common stock, that on June 5,
2014, two members of its Board of Directors purchased shares of the Company’s Common Stock from the estate of the Company’s former Chief Financial Officer for an aggregate purchase price of approximately $* million. The price per share in
these arms-length transactions was $18.40, which is the fair value as determined by the Board for the most recent equity awards.

 Assuming
that the Company uses a range of $* to $* per share, the most recent valuation of the Company’s Common Stock as of May 28, 2014 of $18.40 is approximately *% lower than the low end of that range.

Based on this Preliminary Price Range, the current status of the financial markets and continued uncertainty as to whether the Company will be
able to complete its proposed IPO within an expected price range, or at all, the Company does not propose to increase the amount of its previously recorded stock-based compensation expense as a result of this Preliminary Price Range estimate.

Disclosure

 The Company supplementally
advises the Staff that in its forthcoming amendment to the Registration Statement that includes an estimated price range, will include the following disclosure:

“March 2014 and May 1, 2014. Our board of directors granted stock options in March 2014 and on May 1,
2014 with an exercise price of $16.39 per share. For these stock option grants, our board of directors determined the fair value of our common stock on the date of grant to be $16.39 per share based on a number of factors, including our

 * Confidential material redacted

 CONFIDENTIAL TREATMENT
REQUESTED BY GOPRO, INC.

 GOPRO - 4

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 5, 2014

 Page
 5

research and development efforts and our updated assessment of timing to liquidity. Our board of directors also considered a contemporaneous third-party valuation as of February 28, 2014.
The valuation used a market approach of our group of comparable companies. It applied the comparable group market factors to our forward looking revenue and allocated enterprise value between each class of stock using the PWERM method. The expected
equity values for the different scenarios in the PWERM model were weighted as follows: 60% probability of IPO in the second quarter of 2014, 30% probability of IPO in the third quarter of 2014 and a 10% probability of merger or sale in late 2014. A
5% discount for lack of marketability was applied to the resulting value of our common stock, which was based on a liquidity event happening in 0.6 years.

For financial reporting purposes, the fair value of the common stock for purposes of calculating the related stock-based
compensation expense for the March 2014 grants was based on a number of factors, including the contemporaneous third-party valuation as of February 28, 2014 and other factors that existed at the date of grant. Due to the proximity of the March
2014 grants to the valuation as of February 28, 2014, the fair value of the underlying common stock used to calculate the fair value of these options on the grant date for financial statement purposes was determined to be $16.39 per share. The
fair value of the common stock for purposes of calculating the related stock-based compensation expense for the May 1, 2014 grants was based on a number of factors, including the contemporaneous third-party valuation as of
May 28, 2014 and other factors that existed at the date of grant. Due to the proximity of the May 1, 2014 grants to the valuation as of May 28, 2014, the fair value of the underlying common stock used to calculate the fair
value of these options on the grant date for financial statement purposes was determined to be $18.40 per share.

May 30, 2014 and June 2014. Our board of directors granted stock options on May 30, 2014 and on
June 2 and June 3, 2014 with an exercise price of $18.40 per share. For these stock option grants, our board of directors determined the fair value of our common stock on the date of grant to be $18.40 per share based on a number of
factors, including our continued progress toward an initial public offering. Our board of directors also considered a contemporaneous third-party valuation as of May 28, 2014. The valuation used a market approach of our group of comparable
companies. It applied the comparable group market factors to our forward looking revenue and allocated enterprise value between each class of stock using the PWERM method. The expected equity values for the different scenarios in the PWERM model
were weighted as follows: 40% probability of IPO in the second quarter of 2014, 40% probability of IPO in the third quarter of 2014, 15% probability of IPO in the fourth quarter of 2014 and a 5% probability of merger or sale in late 2014. A 5%
discount for lack of marketability was applied to the resulting value of our common stock, which was based on a liquidity event happening in 0.3 years.

For financial reporting purposes, the fair value of the common stock for purposes of calculating the related stock-based compensation expense for the May 30, 2014 and

 CONFIDENTIAL TREATMENT
REQUESTED BY GOPRO, INC.

 GOPRO - 5

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 5, 2014

 Page
 6

June 2014 grants was based on a number of factors, including the contemporaneous third-party valuation as of May 28, 2014 and other factors that existed at the date of grant. Due to the
proximity of the May 30, 2014 and June 2014 grants to the valuation as of May 28, 2014, the fair value of the underlying common stock used to calculate the fair value of these options on the grant date for financial statement purposes was
determined to be $18.40 per share.”

 *******

 CONFIDENTIAL TREATMENT
REQUESTED BY GOPRO, INC.

 GOPRO - 6

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 5, 2014

 Page
 7

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact the undersigned at (650) 335-7657.

Sincerely,

 /s/ Daniel J. Winnike

 Daniel J. Winnike

 Fenwick & West LLP

cc:
Sharon Zezima, General Counsel

 Jack Lazar, Chief Financial Officer

GoPro, Inc.

 CONFIDENTIAL TREATMENT
REQUESTED BY GOPRO, INC.

 GOPRO - 7

March  28, 2014
Via E -mail
Nicholas Woodman
Chief Executive Officer and President
GoPro, Inc.
3000 Clearview Way
San Mateo, CA  94402

Re: GoPro , Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 14 , 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 let ter by providing the 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 appropriate, 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.

Company Overview , page 1

1. Clarify the text above the graphic on page 1 to briefly explain the basis for your claim
that your devices are “the world’s  most versatile.”  Also revise so that the graphic reflects
that your revenues are generated by the sales of your devices rather than through the
“engaging content” to which you refer and which receives equal prominence as your
devices in the graphic .

2. We note your response to prior comment 3; however, because you have not monetized or
determined how to monetize the management and sharing of user content, we do not
agree that it is appropriate to identify yourself prominently in the opening paragraph of
the Summary as a “new media company.” In this regard, we do not agree that the term
“establishing” adequately conveys that this aspect of the business does not generate
revenues.   To the extent that you continue to believe it is appropriate to identify yourse lf
in the prospectus Summary as a “new media company,” please balance your disclosure

Nicholas Woodman
GoPro, Inc.
March 28, 2014
Page 2

 by providing equal or more prominent disclosure concerning your reliance on camera
sales, provide additional context to explain what a “new media company” is, and clarify
the current status of your efforts to develop this business.

Our Business Focus, page 2

3. We note your disclosure added to page 3 and 85 in response to prior comment 3 that you
plan to pursue new revenue opportunities from the distribution of GoPro cont ent in the
near term.  Please expand your disclosure to discuss the specific steps that you plan on
taking and the time frame in which you plan to do so.

4. We note your response to prior comment 4 and refer to the information that you have
provided  to us  in the “Accessories Tab.”  Please balance your page 2 disclosure that you
were the #2 selling camera accessory company in 2013 (as measured by unit sales ) to
reflect also : (i) your ranking based on dollar sales and (2) your percentage of the
accessory market  (dollars) .

5. We note your response to prior comment 11.  In light of the disclosure added on page 42
that you are relying on the calculations of the various social media platforms you cite to
provide the metrics included in your filing and that you are unable to independently
verify these metrics, and given that you do not currently generate revenues from these
platforms, please explain why you believe it is appropriate to highlight these metrics in
your document at this time or revise.

Summary consolid ated financial data, page 12

6. Since pro forma information should only be shown for the latest fiscal year and interim
period, please remove the pro forma and supplemental pro forma information for 2012
here and on pages 51 and F -4.

Key business metrics, page 55

7. In response to prior comment 15, we note your disclosure that a packaged camera unit
includes selected accessories.  With a view toward disclosure, and to help clarify that
statement, please tell us what selected accessories you consider as a unit  shipped.

2013 compared to 2012, page 60

8. We note the revisions made in response to prior comment 14 to separately describe the
impact of accessory sales on revenues. Please tell us whether you are able to quantify the
increase on revenues from accessory sales, such as providing information on units
shipped.

9. We note your response to prior comment 16 and your revised disclosures concerning
results for the 2013 year compared to 2012 and results for the 2012 year compared to

Nicholas Woodman
GoPro, Inc.
March 28, 2014
Page 3

 2011; however, your revised discl osures comparing these periods do not separately
quantify the impact of each factor you cite.  To the extent practicable, please revise to
quantify the impact of each factor cited, or advise.

Common stock valuations, page 76

10. Please note that our prior  comment 17 requested the company to provide the information
to the Staff when it is available.  We were not requesting disclosure.

Consolidated financial statements , page F -1

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

Revenue recogn ition, page F -11

11. As we note from age F -12 that deferred revenue related to PCS is $3.8 million and $6.4
million as of December 31, 2012 and 2013, please quantify for us the other components
of deferred revenue.  We note from page F -3 that total deferred revenue is $7.4 million
and $7.8 million as of those dates.  Also explain the significant reasons for the decrease
in the other deferred revenue between 2012 and 2013 of $2.2 million.

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

12. Please provide us with the calculation supporting the adjustment to holders of preferred
stock in 2013 of $2,281,000 in determining undistributed net income attributable to
common stockholders – diluted.

Note 14.  Concentrations of risk and segment  information, page F -44

13. In response to prior comment 34 you told us that you do not track net revenue by product
category because it is impracticable.  It appears from your response that you have gross
sales information for both cameras and accessories bu t not net sales information for each
category because you have not allocated sales incentives to each of these categories.
Please tell us the nature of your sales incentives and explain further why it is not possible
to allocate the amounts so that you ma y report total net sales by both cameras and
accessories.  Also revise the filing to disclose, consistent with your response, that
providing the information is impracticable as required by FASB ASC 280 -10-50-40.

If you intend to respond to these comments  with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannoun cements/drsfilingprocedures101512.htm .

Nicholas Woodman
GoPro, Inc.
March 28, 2014
Page 4

 Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend  to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that informatio n in our comment
letters to you.

You may contact Kevin Kuhar  at (202) 551-3662  or Kaitlin Tillan , Assistant Chief
Accountant , at (202) 551-3604  if you have questions regarding comments on the financial
statements and related matters.  Please contact Joseph McCann  at (202) 551-6262 or Mary Beth
Breslin, Senior Counsel , at (202) 551-3625  with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Amanda Ravitz
Assistant Director

cc: Via E -mail
Daniel J. Winnike , Esq.
Fenwick  & West  LLP

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