GoPro, Inc. — Director's Dealing 2014

Aug 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2014-07-30

Reporting Person: GILHULY EDWARD A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-30	Class A Common Stock	A	790	$0.00	Acquired	790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-30	Non-Qualified Stock Option (right to buy)	$46.3158	A	6464	Acquired	2024-07-30	Class A Common Stock (6464)	Direct

Footnotes

F1: Represents awards of restricted stock units that will vest 25% on each of September 2, 2014 December 2, 2014, March 2, 2015 and upon the earlier of (i) the date of the Issuer's annual stockholder meeting or (ii) June 30, 2015.

F2: The Reporting Person is a managing and control person of Sageview Capital LP ("Sageview Capital"). These shares were issued to Mr. Edward A. Gilhuly as part of the annual retainer for his board service. Pursuant to the terms of his arrangement with Sageview Capital and certain related entities, the right to receive such shares will be transferred immediately after vesting to Sageview Capital.

F3: The option vests as follows: 100% of the shares will vest upon the earlier of (i) the date of the Issuer's annual stockholder meeting or (ii) June 30, 2015.

F4: The Reporting Person is a managing and control person of Sageview Capital LP ("Sageview Capital"). The option was issued to Mr. Edward A. Gilhuly as part of the annual retainer for his board service. Pursuant to the terms of his arrangement with Sageview Capital and certain related entities, the right to receive such shares will be transferred immediately after exercise to Sageview Capital.