GoPro, Inc. — Director's Dealing 2015

Jul 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2015-07-22

Reporting Person: LAZAR JACK R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-22	Class A Common Stock	C	75000	$0.00	Acquired	94480	Direct
2015-07-22	Class A Common Stock	S	32840	$60.7811	Disposed	61640	Direct
2015-07-22	Class A Common Stock	S	26544	$61.5853	Disposed	35096	Direct
2015-07-22	Class A Common Stock	S	15616	$62.4989	Disposed	19480	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-22	Non-Qualified Stock Option (right to buy)	$16.22	M	75000	Disposed	2024-01-28	Class B Common Stock (75000)	Direct
2015-07-22	Class B Common Stock	$	M	75000	Acquired		Class A Common Stock (75000)	Direct
2015-07-22	Class B Common Stock	$	C	75000	Disposed		Class A Common Stock (75000)	Direct

Footnotes

F1: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $60.15 to $61.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $61.15 to $62.13, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $62.14 to $63.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: When both ISO and NQ Stock Options granted on January 29, 2014 are combined, they vest over five years of continuous service as follows: 1/5 of the underlying shares vest on January 24, 2015, and 1/60 of the underlying shares vest monthly thereafter, subject to the Reporting Person's continuous service.

F6: 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.