GoPro, Inc. — Director's Dealing 2021

Aug 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2021-08-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-16	Class A Common Stock	M	12591	$5.74	Acquired	311830	Direct
2021-08-16	Class A Common Stock	M	9042	$4.08	Acquired	320872	Direct
2021-08-16	Class A Common Stock	S	21633	$10.0452	Disposed	299239	Direct
2021-08-16	Class A Common Stock	F	3096	$10.19	Disposed	296143	Direct
2021-08-17	Class A Common Stock	S	3708	$10.03	Disposed	292435	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-16	Employee Stock Options (right to buy)	$5.74	M	12591	Disposed	2028-05-14	Class A Common Stock (12591)	Direct
2021-08-16	Employee Stock Options (right to buy)	$4.08	M	9042	Disposed	2030-02-17	Class A Common Stock (9042)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	276	Indirect

Footnotes

F1: The sales reported on this line item were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F2: The price reported in Column 4 of Table I is a weighted average sale price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $9.965 to $10.19, 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.

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 line item 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 in this line item for any reason other than to cover required taxes.

F4: The option vests over a four year period as follows: 25% of the underlying shares shall vest on February 15, 2019, and 1/48 of the shares shall vest monthly thereafter, subject to the Reporting Person's continuous service.

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.