GoPro, Inc. — Director's Dealing 2015

Feb 13, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2014-12-31

Reporting Person: Foxconn (Far East) Ltd. (10% Owner)
Reporting Person: Hon Hai Precision Ind. Co., Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Class A Common Stock	C	1053493	—	Acquired	1053493	Indirect
2014-07-01	Class A Common Stock	S	1053493	$22.56	Disposed	0	Indirect
2014-11-25	Class A Common Stock	C	1030000	—	Acquired	1030000	Indirect
2014-11-25	Class A Common Stock	S	1030000	$72.375	Disposed	0	Indirect
2014-12-03	Class A Common Stock	C	211354	—	Acquired	211354	Indirect
2014-12-03	Class A Common Stock	S	211354	$72.375	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-01	Class B Common Stock	$	C	1053493	Disposed		Class A Common Stock (1053493)	Indirect
2014-11-25	Class B Common Stock	$	C	1030000	Disposed		Class A Common Stock (1030000)	Indirect
2014-12-03	Class B Common Stock	$	C	211354	Disposed		Class A Common Stock (211354)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (11709327)	11709327	Indirect

Footnotes

F1: Owned directly by Foxteq Holdings Inc. ("Foxteq") and indirectly by (i) Foxconn (Far East) Ltd. ("Foxconn"), which is the manager of Foxteq, and (ii) Hon Hai Precision Ind. Co., Ltd. ("Hon Hai"), which is the manager of Foxconn. Previous filings on Form 3 and Forms 4 by Foxteq disclosed this holding and these transactions and the relationship of Foxconn and Hon Hai with Foxteq but did not include Foxconn or Hon Hai as Reporting Owners.

F2: 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.

F3: Foxconn and Hon Hai indirectly owned 11,709,327 shares of Class B Common Stock on June 25, 2014, the date that the Issuer's initial registration statement was declared effective.