GoPro, Inc. — Director's Dealing 2020

Feb 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2020-02-18

Reporting Person: MCGEE BRIAN (EVP, CFO and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Class A Common Stock	A	26867	$0.00	Acquired	180737	Direct
2020-02-18	Class A Common Stock	A	145012	$0.00	Acquired	325749	Direct
2020-02-18	Class A Common Stock	F	22246	$4.08	Disposed	303503	Direct
2020-02-19	Class A Common Stock	S	36222	$4.0633	Disposed	267281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-18	Non-Qualified Stock Option (right to buy)	$4.08	A	144676	Acquired	2030-02-17	Class A Common Stock (144676)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	276	Indirect

Footnotes

F1: Represents the acquisition of restricted stock units earned by Reporting Person upon achievement of performance goals for the one-year period ended December 31, 2019, as certified by the Compensation and Leadership Committee on February 18, 2020. The restricted stock units are scheduled to vest as to one-third (1/3) of the total RSUs earned on February 18, 2020, and an additional one-twelfth (1/12th) of the total RSUs earned each quarter thereafter until the RSUs are fully vested, subject to the Reporting Person's continuous service to the Issuer through each vesting date.

F2: Represents an award of restricted stock units that vest over a four-year period as follows: 25% of the RSUs shall vest on February 15, 2021, and 25% of the RSUs shall vest each annual anniversary thereafter, subject to the Reporting Person's continuous service to the Issuer through each vesting date.

F3: Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

F4: The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.041 to $4.10 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.

F6: The option vests over a four-year period as follows: 25% of the underlying shares shall vest on February 15, 2021, and 1/48 of the shares shall vest monthly thereafter, subject to the Reporting Person's continuous service to the Issuer through each vesting date.