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Newman Ferrara LLP Announces Investigation Into GoPro Founders’ End Run of IPO Lock-Up Restriction

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Newman Ferrara LLP announced that it has commenced an investigation into actions taken by insiders of GoPro, Inc. (NASDAQ:GPRO) (“GoPro” or the “Company”) and others to avoid lock-up restrictions associated with the Company’s recent IPO.

On October 2, 2014, GoPro Founders Nicholas and Jill Woodman announced that on October 3, 2014, they planned to “gift” about 5.8 million shares from their stake in GoPro to the Nicholas + Jill Woodman Foundation, a newly-formed charitable organization. The Woodmans reached a deal with JPMorgan, the lead book-running manager of GoPro’s June 2014 IPO, who agreed to release the charitable organization from the lock-up arrangement effective Friday.

In GoPro’s regulatory filings before the Company’s IPO, the lock-up restriction provides that major shareholders (like the Woodmans) can only transfer shares under certain circumstances — including making a “bona fide gift.” However, any recipient of the gifted shares must be “bound by the terms of the lock-up agreement.” JPMorgan’s assent to release the charity from the lock-up appears to circumvent that provision.

Upon news of the Woodman’s questionable maneuver, GoPro shares plummeted nearly 13% from $91 per share to $79.13 per share on heavy trading volume.

Investors who purchased GoPro common stock may contact Newman Ferrara partner Jeffrey M. Norton ( by email or call (212) 619-5400 to discuss this investigation.

Newman Ferrara maintains a multifaceted practice based in New York City with attorneys specializing in complex commercial and multi-party litigation, securities fraud and shareholder litigation, consumer protection, civil rights, and real estate. For more information, please visit the firm website at

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