GoPro, Inc. — Director's Dealing 2014

Jul 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2014-07-01

Reporting Person: Steamboat Ventures GP V, Ltd. (10% Owner)
Reporting Person: Ball John R. (10% Owner)
Reporting Person: Fan Liping (10% Owner)
Reporting Person: Steamboat Ventures Manager V, L.P. (10% Owner)
Reporting Person: Steamboat Ventures V, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Class A Common Stock	C	312084	$0.00	Acquired	312084	Indirect
2014-07-01	Class A Common Stock	S	312084	$22.56	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-01	Series A Convertible Preferred Stock	$	C	3468731	Disposed		Class B Common Stock (3468731)	Indirect
2014-07-01	Class B Common Stock	$	C	3468731	Acquired		Class A Common Stock (3468731)	Indirect
2014-07-01	Class B Common Stock	$	C	312084	Disposed		Class A Common Stock (312084)	Indirect

Footnotes

F1: Shares held directly by Steamboat Ventures V, L.P. ("Fund V"). Steamboat Ventures GP V, Ltd. (the general partner of Steamboat Ventures Manager V, L.P., which serves as the general partner of Fund V) and John R. Ball and Liping Fan (the directors of Steamboat Ventures GP V, Ltd.) may be deemed to share voting and dispositive power over the shares held by Fund V. Such persons and entities disclaim beneficial ownership of shares held by Fund except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F2: The Series A Convertible Preferred Stock automatically converted into Class B Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.

F3: 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.