X0306 4 2015-02-19 0 0001500435 GoPro, Inc. GPRO 0001163715 MARKS MICHAEL E C/O RW CAMERA HOLDINGS, LLC 70 WILLOW ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001611585 RW Camera Holdings LLC 70 WILLOW ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 2015-02-19 4 S 0 500000 45.1809 D 9244949 I By RW Camera Holdings LLC Class A Common Stock 2015-02-20 4 S 0 200000 45.4656 D 9044949 I By RW Camera Holdings LLC Class A Common Stock 889 D The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $45.00 to $45.71, 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. Riverwood Capital L.P. ("Riverwood LP"), a Cayman limited partnership, is the manager of RW Camera Holdings LLC ("RW Camera") and general partner of Riverwood Capital Partners L.P., Riverwood Capital Partners (Parallel-A) L.P. and Riverwood Capital Partners (Parallel-B) L.P. (collectively, the "Funds"). The Funds own a majority of the equity interests in RW Camera. Riverwood Capital GP Ltd., a Cayman company ("Riverwood GP"), is the general partner of Riverwood LP. Accordingly, each of Riverwood LP and Riverwood GP may be deemed to have beneficial ownership of the shares of the Issuer owned by RW Camera. Michael E. Marks is the Chief Executive Officer and a Director of Riverwood GP as well as a member of its Investment Committee. Each such person and entity disclaims beneficial ownership of shares held by RW Camera except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by such persons and entities for purposes of Section 16 or for any other purposes. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $45.2479 to $45.785, 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. No shares of Class A Common Stock were sold on February 23, 2015. Mr. Marks was awarded these shares of restricted Class A Common Stock in connection with his service on the board of directors of the Issuer. Pursuant to the terms of his arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, Mr. Marks is obligated to transfer such shares following vesting to Riverwood Capital. Mr. Marks disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Marks for purposes of Section 16 or for any other purposes. Eve T. Saltman, Attorney-in-Fact for Michael E. Marks 2015-02-23 Thomas Smach, Chief Financial Officer and Director 2015-02-23