GoPro, Inc. — Director's Dealing 2015

Jan 31, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2015-01-29

Reporting Person: Richardson Nina (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-29	Restricted Stock Unit	$	M	25000	Disposed		Class B Common Stock (25000)	Direct
2015-01-29	Class B Common Stock	$	M	25000	Acquired		Class A Common Stock (25000)	Direct
2015-01-29	Class B Common Stock	$	F	10266	Disposed		Class A Common Stock (10266)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Class B Common Stock (100000)	100000	Direct

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 January 29, 2015, and 25% of the underlying shares vest on each one year 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.

F4: 50% of the underlying shares vest on January 29, 2018, and 50% of the underlying shares vest on January 29, 2019, subject to the Reporting Person's continuous service.

F5: Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.