GoPro, Inc. — Director's Dealing 2019

Jul 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2019-06-28

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-28	Class A Common Stock	C	700000	$0.00	Acquired	700000	Indirect
2019-06-28	Class A Common Stock	S	700000	$5.483	Disposed	0	Indirect
2019-07-01	Class A Common Stock	C	700000	$0.00	Acquired	700000	Indirect
2019-07-01	Class A Common Stock	S	700000	$5.3366	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-28	Class B Common Stock	$	C	700000	Disposed		Class A Common Stock (700000)	Indirect
2019-07-01	Class B Common Stock	$	C	700000	Disposed		Class A Common Stock (700000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (0)	0	Indirect
Class B Common Stock	$		Class A Common Stock (0)	0	Indirect
Class B Common Stock	$		Class A Common Stock (1299650)	1299650	Indirect
Class B Common Stock	$		Class A Common Stock (1299650)	1299650	Indirect

Footnotes

F1: Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 31, 2018.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.43 to $5.59 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.22 to $5.51 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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.

F6: Prior to June 24, 2019, the Reporting Person indirectly beneficially held 26,339,494 shares of Issuer Class B Common Stock through The Woodman Family Trust and 640,668 shares through each of his 2017 GRAT and his spouse's 2017 GRAT. On June 24, 2019, each of the two GRAT's distributed all the shares held to the Woodman Family Trust (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The amounts reported reflect a corresponding increase of 1,281,336 shares in the number of shares of Issuer Class B Common Stock beneficially owned indirectly by the Reporting Person through The Woodman Family Trust and a decrease (to zero) of 640,668 shares in the number of shares of such stock beneficially owned indirectly by the Reporting Person through each of his 2017 GRAT and his spouse's 2017 GRAT.