GoPro, Inc. — Director's Dealing 2021

Feb 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2021-02-10

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
2021-02-10	Class A Common Stock	A	539444	$0.00	Acquired	774896	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (26887910)	26887910	Indirect
Class B Common Stock	$		Class A Common Stock (966110)	966110	Indirect
Class B Common Stock	$		Class A Common Stock (966110)	966110	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, 2020, as certified by the Compensation and Leadership Committee on February 10, 2021. The restricted stock units are scheduled to vest as to one-third (1/3) of the total RSUs earned on February 15, 2021, 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: 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 certain transfers of such shares.

F3: Prior to December 30, 2020, the Reporting Person indirectly beneficially held 26,320,130 shares of Issuer Class B Common Stock through The Woodman Family Trust and 1,250,000 shares through each of his 2019 GRAT and his spouse's 2019 GRAT. On December 30, 2020, each of the two GRAT's distributed 283,890 shares held 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 567,780 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 283,890 shares in the number of shares of such stock beneficially owned indirectly by the Reporting Person through each of his 2019 GRAT and his spouse's 2019 GRAT.

F4: Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.