GoPro, Inc. — Director's Dealing 2014

Jun 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2014-06-03

Reporting Person: Woodman Nicholas (Director, CEO, Chairman of the Board, 10% Owner)
Reporting Person: Woodman Family Trust under Trust Agreement dated March 11, 2011 (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-03	Restricted Stock Unit	$	A	4500000	Acquired	2024-06-01	Class B Common Stock (4500000)	Direct
2014-06-03	Restricted Stock Unit	$	M	1500000	Disposed	2024-06-01	Class B Common Stock (1500000)	Direct
2014-06-03	Class B Common Stock	$	M	1500000	Acquired		Class A Common Stock (1500000)	Direct
2014-06-20	Class B Common Stock	$	G	1500000	Disposed		Class A Common Stock (1500000)	Direct
2014-06-20	Class B Common Stock	$	G	1500000	Acquired		Class A Common Stock (1500000)	Indirect
2014-06-20	Class B Common Stock	$	D	7000	Disposed		Class A Common Stock (7000)	Indirect
2014-06-25	Class B Common Stock	$	D	658443	Disposed		Class A Common Stock (658443)	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

F2: The restricted stock unit grant of 4,500,000 shares shall vest in three tranches. The first tranche consisting of 1,500,000 shares fully vested and settled on June 3, 2014. The second tranche consisting of 1,500,000 shares shall vest monthly from June 3, 2014 over three years of continuous service upon the Issuer's Class A Common Stock having a 30 consecutive day average closing price per share equal to or greater than $34.03, with such 30 consecutive day period beginning no earlier than 181 days following the Issuer's Initial Public Offering ("IPO"). The third tranche consisting of 1,500,000 shares shall vest monthly from June 3, 2014 over three years of continuous service upon the Issuer's Class A Common Stock having a 30 day consecutive day average closing price per share equal to or greater than $44.24, with such 30 consecutive day period beginning no earlier than 181 days following the IPO.

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 certain transfers of such shares.

F4: This transaction involved a gift of securities held directly by the Reporting Person to the Woodman Family Trust.

F5: The Reporting Person and his spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.

F6: In a transaction that was exempt under Rule 16(b)-3(e), the shares were contributed to the Issuer without consideration per the terms of a Contribution Agreement whereby the Reporting Person agreed to contribute an equal number of shares of Class B Common Stock in connection with the exercise of stock options held by a certain employee of the Issuer.