GoPro, Inc. — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2019-02-28

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
2019-02-28	Class A Common Stock	C	739949	$0.00	Acquired	739949	Indirect
2019-02-28	Class A Common Stock	S	739949	$5.8462	Disposed	0	Indirect
2019-03-01	Class A Common Stock	C	660051	$0.00	Acquired	660051	Indirect
2019-03-01	Class A Common Stock	S	660051	$6.0405	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-28	Class B Common Stock	$	C	739949	Disposed		Class A Common Stock (739949)	Indirect
2019-03-01	Class B Common Stock	$	C	660051	Disposed		Class A Common Stock (660051)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2000000)	2000000	Indirect
Class B Common Stock	$		Class A Common Stock (2000000)	2000000	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 sale reported in this line item was 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 price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $5.7450 to $6.21, 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 range set forth in this footnote.

F4: The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $5.89 to $6.10, 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 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 20, 2018, the Reporting Person indirectly beneficially held 29,120,130 shares of Issuer Class B Common Stock through The Woodman Family Trust and 1,350,000 shares through each of his 2017 GRAT and his spouse's 2017 GRAT. On June 20, 2018, each of the two GRAT's distributed 709,332 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 1,418,664 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 709,332 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.