SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Woodman Nicholas

(Last) (First) (Middle)
3000 CLEARVIEW WAY

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [ GPRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO, Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 07/01/2014 C 5,092,374 A $0.00 5,092,374 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class A Common Stock 07/01/2014 S 5,092,374 D $22.56 0 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (2) 07/01/2014 C 5,092,374 (2) (2) Class A Common Stock 5,092,374 $0.00 50,842,679 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
1. Name and Address of Reporting Person*
Woodman Nicholas

(Last) (First) (Middle)
3000 CLEARVIEW WAY

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Woodman Family Trust under Trust Agreement dated March 11, 2011

(Last) (First) (Middle)
3000 CLEARVIEW WAY

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)
Explanation of Responses:
1. The Reporting Person and his spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
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 any transfer, whether or not for value, except for "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the date when the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of Common Stock then outstanding.
Remarks:
Eve Saltman, Attorney-in-Fact for Nicholas Woodman 07/01/2014
Eve Saltman, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 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 4 (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).
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