GoPro, Inc. — Director's Dealing 2017

Nov 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2017-11-03

Reporting Person: Woodman Nicholas (Director, CEO, Chairman of the Board, 10% Owner)
Reporting Person: Woodman Family Trust under Trust Agreement dated March 11, 2011 (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-03	Class A Common Stock	C	515000	$0.00	Acquired	515000	Indirect
2017-11-03	Class A Common Stock	S	515000	$9.3009	Disposed	0	Indirect
2017-11-06	Class A Common Stock	C	165343	$0.00	Acquired	165343	Indirect
2017-11-06	Class A Common Stock	S	165343	$9.0193	Disposed	0	Indirect
2017-11-07	Class A Common Stock	C	26637	$0.00	Acquired	26637	Indirect
2017-11-07	Class A Common Stock	S	26637	$9.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-25	Class B Common Stock	$	G	2400	Disposed		Class A Common Stock (2400)	Indirect
2017-11-03	Class B Common Stock	$	C	515000	Disposed		Class A Common Stock (515000)	Indirect
2017-11-06	Class B Common Stock	$	C	165343	Disposed		Class A Common Stock (165343)	Indirect
2017-11-07	Class B Common Stock	$	C	26637	Disposed		Class A Common Stock (26637)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (663004)	663004	Indirect
Class B Common Stock	$		Class A Common Stock (663004)	663004	Indirect
Class B Common Stock	$		Class A Common Stock (1350000)	1350000	Indirect
Class B Common Stock	$		Class A Common Stock (1350000)	1350000	Indirect
Class B Common Stock	$		Class A Common Stock (119548)	119548	Direct

Footnotes

F1: Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.

F2: The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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 $9.10 to $9.60, 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 $9.00 to $9.21, 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: 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.