GoPro, Inc. — Director's Dealing 2019

May 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2019-05-28

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
2019-05-28	Class A Common Stock	C	700000	$0.00	Acquired	700000	Indirect
2019-05-28	Class A Common Stock	S	700000	$6.8844	Disposed	0	Indirect
2019-05-29	Class A Common Stock	C	700000	$0.00	Acquired	700000	Indirect
2019-05-29	Class A Common Stock	S	700000	$6.6712	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-28	Class B Common Stock	$	C	700000	Disposed		Class A Common Stock (700000)	Indirect
2019-05-29	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 (1299650)	1299650	Indirect
Class B Common Stock	$		Class A Common Stock (1299650)	1299650	Indirect
Class B Common Stock	$		Class A Common Stock (640668)	640668	Indirect
Class B Common Stock	$		Class A Common Stock (640668)	640668	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 price reported is a weighted average sale price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $6.73 to $7.19, 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 ranges set forth in the footnote of this Form 4.

F4: The price reported is a weighted average sale price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $6.53 to $6.78, 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 ranges set forth in the footnote of this Form 4.

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 May 15, 2019, the Reporting Person indirectly beneficially held 26,338,794 shares of Issuer Class B Common Stock through The Woodman Family Trust and 2,000,000 shares through each of his 2018 GRAT and his spouse's 2018 GRAT. On May 15, 2019, each of the two GRAT's distributed 700,350 shares 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 1,400,700 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 of 700,350 shares in the number of shares of such stock beneficially owned indirectly by the Reporting Person through each of his 2018 GRAT and his spouse's 2018 GRAT.