GoPro, Inc. — Director's Dealing 2014

Nov 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2014-11-19

Reporting Person: LAZAR JACK R (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-19	Non-Qualified Stock Option (right to buy)	$16.22	M	18000	Disposed	2024-01-28	Class B Common Stock (18000)	Direct
2014-11-19	Class B Common Stock	$	M	18000	Acquired		Class A Common Stock (18000)	Direct

Footnotes

F1: When both ISO and NQ Stock Options granted on January 29, 2014 are combined, they vest over five years of continuous service as follows: 1/5 of the underlying shares vested on November 9, 2014 pursuant to acceleration approved by the Compensation and Leadership Committee of the Issuer's board of directors, and 1/60 of the underlying shares vest monthly beginning on February 24, 2015, subject to the Reporting Person's continuous service.

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.