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: MARKS MICHAEL E (Director, 10% Owner)
Reporting Person: RW Camera Holdings LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Class A Common Stock	C	1651540	$0.00	Acquired	1651540	Indirect
2014-07-01	Class A Common Stock	S	1651540	$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	18356461	Disposed		Class B Common Stock (18356461)	Indirect
2014-07-01	Class B Common Stock	$	C	18356461	Acquired		Class A Common Stock (18356461)	Indirect
2014-07-01	Class B Common Stock	$	C	1651540	Disposed		Class A Common Stock (1651540)	Indirect

Footnotes

F1: Riverwood Capital L.P. is the manager of RW Camera Holdings LLC and Riverwood Capital GP Ltd. is the general partner of Riverwood Capital L.P. The Reporting Person is Chief Executive Officer and Director of Riverwood Capital GP Ltd. and may be deemed to have shared voting and investment power over these shares.

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.