GoPro, Inc. — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2016-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Class A Common Stock	A	30465	$0.00	Acquired	38045	Direct
2016-02-16	Class A Common Stock	F	734	$11.59	Disposed	37311	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-11	Non-Qualified Stock Option (right to buy)	$10.17	A	66116	Acquired	2026-02-10	Class A Common Stock (66116)	Direct

Footnotes

F1: Represents awards of restricted stock units that will vest over a four year period as follows: 25% shall vest on February 15, 2017, and 25% shall vest annually thereafter, subject to the Reporting Person's continuous service.

F2: Includes 707 shares acquired under the Issuer's employee stock purchase plan on February 12, 2016.

F3: 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.

F4: The option shall vest over a four year period as follows: 25% of the shares shall vest on February 11, 2017, and 1/48th of the shares shall vest monthly thereafter, subject to the Reporting Person's continuous service.