SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Richardson Nina (Last) (First) (Middle) 3000 CLEARVIEW WAY (Street) SAN MATEO CA 94402 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/25/2014	3. Issuer Name and Ticker or Trading Symbol GoPro, Inc. [ GPRO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	(1)	02/18/2023	Class B Common Stock(2)	29,152	$13.72	D
Non-Qualified Stock Option (right to buy)	(1)	02/18/2023	Class B Common Stock(2)	420,848	$13.72	D
Restricted Stock Unit(3)	(4)	01/28/2024	Class B Common Stock(2)	100,000	$0.00	D
Restricted Stock Unit(3)	(5)	01/28/2024	Class B Common Stock(2)	100,000	$0.00	D

Explanation of Responses:

1. When both ISO and NQ Stock Options granted on February 19, 2013 are combined, they vest over four years of continuous service as follows: 25% of the underlying shares vest on February 12, 2014 and 1/48 of the underlying shares vest monthly thereafter, subject to the Reporting Person's continuous service.

2. 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.

3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.

4. 25% of the underlying shares vest on January 29, 2015, and 25% of the underlying shares vest on each one year anniversary thereafter, subject to the Reporting Person's continuous service.

5. 50% of the underlying shares vest on January 29, 2018, and 50% of the underlying shares vest on January 29, 2019, subject to the Reporting Person's continuous service.

Remarks:

Exhibit 24 - Power of Attorney

	Sharon Zezima, Attorney-in-Fact for Nina Richardson	06/25/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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