GoPro, Inc. — Director's Dealing 2015

Sep 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2015-09-16

Reporting Person: Zezima Sharon S (General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-16	Class A Common Stock	C	6000	$0.00	Acquired	12873	Direct
2015-09-16	Class A Common Stock	S	6000	$35.00	Disposed	6873	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-16	Non-Qualified Stock Option (right to buy)	$15.59	M	6000	Disposed	2023-09-15	Class B Common Stock (6000)	Direct
2015-09-16	Class B Common Stock	$	M	6000	Acquired		Class A Common Stock (6000)	Direct
2015-09-16	Class B Common Stock	$	C	6000	Disposed		Class A Common Stock (6000)	Direct

Footnotes

F1: Includes 168 shares acquired under the Issuer's employee stock purchase plan on August 14, 2015.

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F3: In preparation of this Form 4, the Issuer realized the Forms 4 filed on June 5, 2015 and June 16, 2015 inadvertently omitted 6,705 Class A shares representing an RSU award previously granted to the Reporting Person.

F4: When both ISO and NQ Stock Options granted on September 16, 2013 are combined, they vest over four years of continuous service as follows: 1/4 of the underlying shares vest on September 16, 2014, and 1/48 of the underlying shares vest monthly thereafter, subject to the Reporting Person's continuous service.

F5: 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.