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: Jahnke Dean (Vice President, Global Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Class A Common Stock	A	17099	$0.00	Acquired	151145	Direct
2020-02-18	Class A Common Stock	A	81206	$0.00	Acquired	232351	Direct
2020-02-18	Class A Common Stock	F	8795	$4.08	Disposed	226056	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	81019	Acquired	2030-02-17	Class A Common Stock (81019)	Direct

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 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: Includes 2,500 shares acquired under the Issuer's employee stock purchase plan on February 14, 2020.

F5: 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.