GoPro, Inc. — Director's Dealing 2022

Mar 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GoPro, Inc. (GPRO)
CIK: 0001500435
Period of Report: 2022-03-15

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
2022-03-17	Class A Common Stock	G	37162	$0.00	Disposed	774208	Direct
2022-03-17	Class A Common Stock	G	37162	$0.00	Acquired	37162	Indirect
2022-03-17	Class A Common Stock	S	37162	$8.0013	Disposed	0	Indirect
2022-03-18	Class A Common Stock	G	162838	$0.00	Disposed	611370	Direct
2022-03-18	Class A Common Stock	G	162838	$0.00	Acquired	162838	Indirect
2022-03-18	Class A Common Stock	S	162838	$8.031	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-15	Class B Common Stock	$	G	592030	Disposed		Class A Common Stock (592030)	Indirect
2022-03-15	Class B Common	$	G	592030	Disposed		Class A Common Stock (592030)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (25236070)	25236070	Indirect

Footnotes

F1: Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.

F2: The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F3: The reported price in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.01 per share, 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 range set forth in this footnote on this Form 4.

F4: The reported price in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.08 per share, 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 range set forth in this footnote on this Form 4.

F5: 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.

F6: Prior to March 15, 2022, the Reporting Person indirectly beneficially held 24,487,910 shares of Issuer Class B Common Stock through The Woodman Family Trust and 966,110 shares through each of his 2019 GRAT and his spouse's 2019 GRAT. On March 15, 2022, each of the two GRAT's distributed 374,080 of the 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 748,160 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 374,080 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.

F7: After the change in form of beneficial ownership described in footnote 6, the Reporting Person indirectly beneficially held 592,030 shares of Issuer Class B Common Stock in each of his 2019 GRAT and his spouse's 2019 GRAT. On March 15, 2022, each of the two GRAT's made a gift of 592,030 shares of Issuer Class B common stock. These gifts subsequently reduced the number of shares of Issuer Class B Common Stock in each 2019 GRAT and thereby the number of shares of Issuer Class B Common Stock indirectly held by the Reporting Person through each GRAT, to zero.