GoPro, Inc. — Director's Dealing 2017

Apr 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2017-04-03

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)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-15	Class B Common Stock	$	G	1350000	Disposed		Class A Common Stock (1350000)	Direct
2017-04-03	Restricted Stock Unit	$	M	83332	Disposed	2024-06-01	Class B Common Stock (83332)	Direct
2017-04-03	Class B Common Stock	$	M	83332	Acquired		Class A Common Stock (83332)	Direct
2017-04-03	Class B Common Stock	$	F	43484	Disposed		Class A Common Stock (43484)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (30760716)	30760716	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 (1474623)	1474623	Indirect
Class B Common Stock	$		Class A Common Stock (1474623)	1474623	Indirect

Footnotes

F1: 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.

F2: Reflects a reduction of 1,905,593 shares in the number of shares of Issuer Class B Common Stock beneficially owned indirectly by the Reporting Person through The Woodman Family Trust under Trust Agreement dated March 11, 2011. Such shares were returned to the Reporting Person (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13).

F3: Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.

F4: After the change in form of beneficial ownership described in footnote 2, the Reporting Person directly held 2,700,000 shares of Class B Common Stock. On March 15, 2017, all these shares were contributed to grantor retained annuity trusts ("2017 GRATs"): 1,350,000 shares were contributed to a 2017 GRAT for the Reporting Person (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13) and 1,350,000 shares were contributed to a 2017 GRAT for the Reporting Person's spouse (a gift exempt from Section 16 under Rule 16b-5). The Reporting Person is the sole trustee of each of the 2017 GRATs. Accordingly, all such shares are now reported as indirectly owned by the Reporting Person through such 2017 GRATs.

F5: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.

F6: The restricted stock unit grant covered 4,500,000 shares which vest in three tranches. The first tranche consisting of 1,500,000 shares fully vested and settled on June 3, 2014. The second and third tranches, each consisting of 1,500,000 shares, vested and settled on January 22, 2015 with respect to 583,332 shares and thereafter 1/36th of the total shares from each tranche shall vest monthly starting on February 3, 2015, as long as the Reporting Person provides continuous service to the Issuer.

F7: 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 line item 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 line item for any reason other than to cover required taxes.