GoPro, Inc. — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2021-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Class A Common Stock	M	36169	$4.08	Acquired	345255	Direct
2021-02-16	Class A Common Stock	S	36169	$8.11	Disposed	309086	Direct
2021-02-16	Class A Common Stock	F	31676	$7.915	Disposed	277410	Direct
2021-02-17	Class A Common Stock	S	48729	$7.802	Disposed	228681	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Non-Qualified Stock Option (right to buy)	$4.08	M	36169	Disposed	2030-02-17	Class A Common Stock (36169)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	276	Indirect

Footnotes

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

F2: 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.66 to $7.92 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 purchased at each separate price within the range set forth in this footnote.

F4: 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.