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: GILHULY EDWARD A (Director, 10% Owner)
Reporting Person: SAGEVIEW CAPITAL MASTER, L.P. (10% Owner)
Reporting Person: Sageview Capital GenPar, LP (10% Owner)
Reporting Person: Sageview Capital GenPar, Ltd. (10% Owner)
Reporting Person: Sageview Capital MGP, LLC (10% Owner)
Reporting Person: Sageview Capital Partners (A), LP (10% Owner)
Reporting Person: Sageview Capital Partners (B), LP (10% Owner)
Reporting Person: Sageview Partners (C) (Master), LP (10% Owner)
Reporting Person: STUART SCOTT M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Class A Common Stock	C	624167	$0.00	Acquired	624167	Indirect
2014-07-01	Class A Common Stock	S	624167	$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	6937464	Disposed		Class B Common Stock (6937464)	Indirect
2014-07-01	Class B Common Stock	$	C	6937464	Acquired		Class A Common Stock (6937464)	Indirect
2014-07-01	Class B Common Stock	$	C	624167	Disposed		Class A Common Stock (624167)	Indirect

Footnotes

F1: Shares held by Sageview Capital Master, L.P. ("Sageview Master"). Sageview Capital Partners (A), L.P. ("Sageview A"), Sageview Capital Partners (B), L.P. ("Sageview B") and Sageview Partners (C) (Master), L.P. ("Sageview C") are the shareholders of Sageview Master. Sageview Capital GenPar, Ltd. ("Sageview Ltd") is the sole general partner of each of Sageview Master, Sageview A, Sageview B and Sageview C. Sageview Capital GenPar, L.P. ("Sageview GenPar") is the sole shareholder of Sageview Ltd. Sageview Capital MGP, LLC is the sole general partner of Sageview GenPar. Edward Gilhuly and Scott Stuart are managing members and controlling persons of Sageview Capital MGP, LLC. As managing members of Sageview Capital MGP, LLC, Messrs. Gilhuly and Stuart may be deemed to share voting and investment power over these shares. Each of the Reporting Persons, other than Sageview Master, disclaim beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any.

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.