GoPro, Inc. — Director's Dealing 2015

Jun 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2015-06-02

Reporting Person: GOTCHER PETER C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-02	Restricted Stock Unit	$	M	408	Disposed		Class B Common Stock (408)	Direct
2015-06-02	Class B Common Stock	$	M	408	Acquired		Class A Common Stock (408)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (54348)	54348	Indirect

Footnotes

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

F2: 25% of the underlying shares vested on September 2, 2014, and 25% of the underlying shares vest on each three month anniversary thereafter, subject to the Reporting Person's continuous service.

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.