GoPro, Inc. — Director's Dealing 2014

Dec 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2014-12-17

Reporting Person: WOODMAN DEAN S (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-17	Class A Common Stock	C	120000	$0.00	Acquired	120000	Direct
2014-12-17	Class A Common Stock	C	3336022	$0.00	Acquired	3336022	Direct
2014-12-17	Class A Common Stock	C	1800000	$0.00	Acquired	1800000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-17	Class B Common Stock	$	C	120000	Disposed		Class A Common Stock (120000)	Direct
2014-12-17	Class B Common Stock	$	C	3336022	Disposed		Class A Common Stock (3336022)	Direct
2014-12-17	Class B Common Stock	$	C	1800000	Disposed		Class A Common Stock (1800000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2000000)	2000000	Indirect

Footnotes

F1: By the Reporting Person as certain community property.

F2: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. The Class B Common Stock is also convertible into Class A Common Stock on the same basis upon any transfer, whether or not for value, except for "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the date when the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of Common Stock then outstanding.

F3: The Dean S. Woodman 2014 Irrevocable Family Trust with Jane B. Woodman and Theodore H. Swindells as Trustees owns the 99% limited partnership interest in Mockingbird Trail, LLLP.