GoPro, Inc. — Director's Dealing 2019

Dec 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2019-12-05

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
2019-12-05	Class B Common Stocck	$	G	1250000	Disposed		Class A Common Stock (1250000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (23720830)	23720830	Indirect
Class B Common Stock	$		Class A Common Stock (1250000)	1250000	Indirect
Class B Common Stock	$		Class A Common Stock (1250000)	1250000	Indirect
Class B Common Stock	$		Class A Common (1299650)	1299650	Indirect
Class B Common Stock	$		Class A Common (1299650)	1299650	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 2,500,000 shares of Issuer Class B Common Stock beneficially owned by the Reporting Person through The Woodman Family Trust under Trust Agreement dated March 11, 2011. Such shares were returned on December 5, 2019 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 2,500,000 shares of Class B Common Stock. On December 5, 2019, all these shares were contributed to grantor retained annuity trusts (2019 GRATs): 1,250,000 were contributed to a 2019 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 1,250,000 shares were contributed to a 2019 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 2019 GRATs. Accordingly, all such shares are now reported as indirectly owned by the Reporting Person through such 2019 GRATs.