GoPro, Inc. — Director's Dealing 2016

Jun 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2016-05-04

Reporting Person: Bates Anthony John (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-04	Class A Common Stock	A	374446	$0.00	Acquired	404540	Direct
2016-06-06	Class A Common Stock	S	9704	$10.7889	Disposed	394836	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-06	Non-Qualified Stock Option (right to buy)	$10.92	A	715649	Acquired	2026-06-05	Class A Common Stock (715649)	Direct

Footnotes

F1: Represents awards of restricted stock units that will vest over a forty-four month period as follows: 4.55% of the underlying shares vest on August 15, 2016, and 6.82% of the underlying shares will vest on each three-month anniversary thereafter, subject to the Reporting Person's continuous service.

F2: The restricted stock units were granted by the Issuer's Board of Directors on May 4, 2016, subject to stockholder approval, which was obtained on June 6, 2016.

F3: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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 $10.39 to $10.99, 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: The option shall vest over a forty-four month period as follows: 1/44 of the underlying shares vest on July 6, 2016, and 1/44 of the underlying shares vest monthly thereafter, subject to the Reporting Person's continuous service.