GoPro, Inc. — Director's Dealing 2015

Mar 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2015-03-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-16	Class A Common Stock	C	6000	$0.00	Acquired	13124	Direct
2015-03-16	Class A Common Stock	S	5800	$39.2913	Disposed	7324	Direct
2015-03-16	Class A Common Stock	S	200	$40.12	Disposed	7124	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-16	Non-Qualified Stock Option (right to buy)	$15.59	M	6000	Disposed	2023-09-15	Class B Common Stock (6000)	Direct
2015-03-16	Class B Common Stock	$	M	6000	Acquired		Class A Common Stock (6000)	Direct
2015-03-16	Class B Common Stock	$	C	6000	Disposed		Class A Common Stock (6000)	Direct

Footnotes

F1: Includes 419 shares acquired under the Issuer's employee stock purchase plan on February 13, 2015.

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 29, 2014.

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 $38.84 to $39.77, 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 $40.00 to $40.24, 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 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.

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.