X0306 4 2019-12-05 0 0001500435 GoPro, Inc. GPRO 0001610500 Woodman Nicholas 3000 CLEARVIEW WAY SAN MATEO CA 94402 1 1 1 0 CEO, Chairman of the Board 0001611665 Woodman Family Trust under Trust Agreement dated March 11, 2011 3000 CLEARVIEW WAY SAN MATEO CA 94402 0 0 1 0 Class B Common Stock Class A Common Stock 23720830 23720830 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011 Class B Common Stocck 2019-12-05 5 G 0 E 1250000 0.00 D Class A Common Stock 1250000 0 D Class B Common Stock Class A Common Stock 1250000 1250000 I By 2019 GRAT Class B Common Stock Class A Common Stock 1250000 1250000 I By spouse's 2019 GRAT Class B Common Stock Class A Common 1299650 1299650 I By 2018 GRAT Class B Common Stock Class A Common 1299650 1299650 I By spouse's 2018 GRAT 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. Reflects a reduction of 2,500,000 shares of Issuer Class B Common Stock beneficially owned by the Reporting Person through The Woodman Family Trust under Trust Agreement dated March 11, 2011. Such shares were returned on December 5, 2019 to the Reporting Person (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011. After the change in form of beneficial ownership described in footnote 2, the Reporting Person directly held 2,500,000 shares of Class B Common Stock. On December 5, 2019, all these shares were contributed to grantor retained annuity trusts (2019 GRATs): 1,250,000 were contributed to a 2019 GRAT for the Reporting Person (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13) and 1,250,000 shares were contributed to a 2019 GRAT for the Reporting Person's spouse (a gift exempt from Section 16 under Rule 16b-5). The Reporting Person is the sole trustee of each of the 2019 GRATs. Accordingly, all such shares are now reported as indirectly owned by the Reporting Person through such 2019 GRATs. Jason Stephen, Attorney-in-fact for Nicholas Woodman 2019-12-30 Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 2019-12-30