GoPro, Inc. — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2017-02-15

Reporting Person: Harris Jonathan (Senior Vice President of Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Class A Common Stock	A	50000	$0.00	Acquired	210167	Direct
2017-02-15	Class A Common Stock	F	7534	$9.44	Disposed	204234	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	Non-Qualified Stock Option (right to buy)	$9.44	A	113636	Acquired	2027-02-14	Class A Common Stock (113636)	Direct

Footnotes

F1: Represents awards of restricted stock units that vest over a three year period as follows: 1/6 of the shares shall vest on August 15, 2017, and 1/6 of the shares shall vest on each six month anniversary thereafter, subject to the Reporting Person's continuous service.

F2: 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.

F3: Includes 1,601 shares acquired under the Issuer's employee stock purchase plan on February 15, 2017.

F4: The option vests over a three year period as follows: 16.67% of the underlying shares shall vest on August 15, 2017, and 1/36 of the shares shall vest monthly thereafter, subject to the Reporting Person's continuous service.