GoPro, Inc. — Director's Dealing 2015

Dec 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2015-11-30

Reporting Person: MARKS MICHAEL E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-30	Class A Common Stock	J	144281	—	Acquired	158015	Indirect
2015-11-30	Class A Common Stock	J	4677	—	Acquired	4677	Indirect
2015-11-30	Class A Common Stock	J	86946	—	Acquired	124760	Direct
2015-11-30	Class A Common Stock	J	36514	—	Acquired	49607	Indirect
2015-11-30	Class A Common Stock	J	67	—	Acquired	107	Indirect
2015-11-30	Class A Common Stock	J	123527	—	Disposed	34488	Indirect
2015-11-30	Class A Common Stock	J	4666	—	Acquired	129426	Direct
2015-11-30	Class A Common Stock	J	11	—	Acquired	17	Indirect
2015-11-30	Class A Common Stock	J	4677	—	Disposed	0	Indirect

Footnotes

F1: By pro rata distribution (such distribution, the "Funds Distribution") from Riverwood Capital Partners, L.P., Riverwood Capital Partners (Parallel-A) L.P. and Riverwood Capital Partners (Parallel-B) L.P. (collectively, the "Funds") to their general partner, Riverwood Capital, L.P. ("Riverwood LP"). Pursuant to the respective limited partnerships of the Funds and Riverwood LP, such shares of Class A Common Stock were received in respect of return on capital, management profits interests and carried interest obligations and will be deemed to be valued for those purposes at the average trading price of such shares of Class A Common Stock in the ten trading days prior to such distribution and the ten trading days following such distribution (excluding the distribution date).

F2: Represents only shares of Class A Common Stock in which Mr. Marks may be deemed to have a pecuniary interest.

F3: Includes 34,488 shares of Class A Common Stock held by Riverwood LP in escrow for the benefit of Mr. Marks, subject to release in accordance with the terms of such fund's limited partnership agreement. Mr. Marks has dispositive power over the shares of Class A Common Stock held for his benefit by Riverwood LP and bears the investment risk of such shares of Class A Common Stock.

F4: Riverwood Capital GP Ltd. ("Riverwood GP") is the general partner of Riverwood LP. Mr. Marks is Chief Executive Officer, one of three directors, one of six members of the investment committee and one of a number of shareholders of Riverwood GP. Mr. Marks does not have voting or dispositive power over the shares of Class A Common Stock held by Riverwood GP as Chief Executive Officer; such powers reside with the directors, the investment committee and/or the shareholders. Mr. Marks disclaims beneficial ownership of shares of Class A Common Stock held by Riverwood LP, Riverwood GP and the Funds, except to the extent of Mr. Marks's pecuniary interest therein.

F5: By pro rata distribution (such distribution, together with the Fund Distribution, the "Initial Distribution") from RWCP Holdings, L.P. to its general partner, RWCP Capital L.P. ("RWCP"). Pursuant to the respective limited partnerships of RWCP Holdings, L.P. and RWCP, such shares of Class A Common Stock were received in respect of return on capital and carried interest obligations and will be deemed to be valued for those purposes at the average trading price of such shares of Class A Common Stock in the ten trading days prior to such distribution and the ten trading days following such distribution (excluding the distribution date).

F6: RWCP Capital GP Ltd. ("RWCP GP") is the general partner of RWCP. Mr. Marks is Chief Executive Officer, one of three directors and one of a number of shareholders of RWCP GP. Mr. Marks does not have voting or dispositive power over the shares of Class A Common Stock held by RWCP GP as Chief Executive Officer; such powers reside with the directors, the investment committee of Riverwood GP and/or the shareholders of RWCP GP. Mr. Marks disclaims beneficial ownership of shares of Class A Common Stock held by RWCP Holdings, L.P., RWCP and RWCP GP, except to the extent of Mr. Marks's pecuniary interest therein.

F7: Immediately following the Initial Distributions, Riverwood LP made a pro rata distribution of the Issuer's shares of Class A Common Stock acquired in the Initial Distribution in accordance with the terms of its limited partnership agreement.

F8: Includes 1,646 shares of Class A Common Stock in connection with service by Mr. Marks on the board of directors of the Issuer. Pursuant to the terms of his arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, Mr. Marks is obligated to transfer such shares of Class A Common Stock following vesting to Riverwood Capital. Mr. Marks disclaims beneficial ownership of these shares of Class A Common Stock 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 by Mr. Marks for purposes of Section 16 or for any other purposes.

F9: Mr. Marks is Manager of WB Investors, LLC ("WB"). The members of WB are Epping Investment Holdings, LLC, which Mr. Marks controls, and certain trusts controlled by Mr. Marks and for the benefit of Mr. Marks and members of his immediately family.

F10: Immediately following the Initial Distributions, RWCP made a pro rata distribution of the shares of Class A Common Stock acquired in the Initial Distribution in accordance with the terms of its limited partnership agreement.