GoPro, Inc. — Director's Dealing 2017

Feb 1, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2017-01-25

Reporting Person: Prober Charles J. (Chief Operating Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	55047	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$18.40	2024-06-02	Class B Common Stock (16302)		Direct
Non-Qualified Stock Option (right to buy)	$18.40	2024-06-02	Class B Common Stock (86823)		Direct
Non-Qualified Stock Option (right to buy)	$44.48	2025-02-08	Class A Common Stock (12879)		Direct
Non-Qualified Stock Option (right to buy)	$10.17	2026-02-10	Class A Common Stock (66116)		Direct
Non-Qualified Stock Option (right to buy)	$13.36	2026-03-03	Class A Common Stock (41118)		Direct
Class B Common Stock	$		Class A Common Stock (5434)		Direct

Footnotes

F1: Includes awards of restricted stock units (RSUs), each of which vest in 4 equal annual installments beginning on February 15, 2016 and February 15, 2017, subject to the Reporting Person's continuous service. The RSUs were granted on various dates between February 9, 2015 and March 4, 2016.

F2: When both ISO and NQ Stock Options granted on June 3, 2014 are combined, they vest over a four year period as follows: 25% of the underlying shares vested on June 2, 2015, and 1/48 of the shares vest monthly thereafter, subject to the Reporting Person's continuous service.

F3: The option shall vest over a four year period as follows: 25% of the underlying shares vested on February 9, 2016, and 1/48 of the shares vest monthly thereafter, subject to the Reporting Person's continuous service.

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

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.