GoPro, Inc. — Director's Dealing 2017

Mar 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2017-03-02

Reporting Person: Bates Anthony John (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-02	Class A Common Stock	C	15547	$0.00	Acquired	208617	Direct
2017-03-06	Class A Common Stock	S	41077	$8.188	Disposed	167540	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-02	Restricted Stock Unit	$	M	15547	Disposed		Class B Common Stock (15547)	Direct
2017-03-02	Class B Common Stock	$	M	15547	Acquired		Class A Common Stock (15547)	Direct
2017-03-02	Class B Common Stock	$	C	15547	Disposed		Class A Common Stock (15547)	Direct

Footnotes

F1: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: 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 $7.97 to $8.65, 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.

F3: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.

F4: Pursuant to the Separation Agreement and Release of Claims entered into by and between the Issuer and the Reporting Person dated as of December 15, 2016 (the "Separation Agreement"), 25% of the shares initially subject to the restricted stock unit award granted to the Reporting Person on June 25, 2014 (the "June 2014 Award") vested as of December 31, 2016, and an additional 25% of the shares initially subject to the June 2014 Award will continue to vest pursuant to its original vesting schedule if, and so long as, the Reporting Person continues to serve on the Issuer's Board of Directors.

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.