BRIAN MCGEE - 17 May 2021 Form 4 Insider Report for GoPro, Inc. (GPRO)

Role: EVP, CFO and COO
Signature: Jason Stephen, Attorney-in-Fact for Brian McGee
Issuer symbol: GPRO
Transactions as of: 17 May 2021
Net transactions value: -$77,218
Form type: 4
Filing time: 19 May 2021, 18:37:32 UTC
Next filing: 26 May 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPRO	Class A Common Stock	Options Exercise	$36,891	+9,042	+3%	$4.08	311,004	17 May 2021	Direct
transaction	GPRO	Class A Common Stock	Sale	$87,179	-9,042	-2.9%	$9.64	301,962	17 May 2021	Direct	F1, F2
transaction	GPRO	Class A Common Stock	Tax liability	$26,930	-2,723	-0.9%	$9.89	299,239	17 May 2021	Direct	F3
holding	GPRO	Class A Common Stock						276	17 May 2021	By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GPRO	Employee Stock Option (right to buy)	Options Exercise	$0	-9,042	-8.3%	$0.000000	99,465	17 May 2021	Class A Common Stock	9,042	$4.08	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
F2	The price reported in Column 4 of Table I is a weighted average sale price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $9.53 to $9.75, 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.
F3	Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
F4	The option vests over a four-year period as follows: 25% of the underlying shares shall vest on February 15, 2021, and 1/48 of the shares shall vest monthly thereafter, subject to the Reporting Person's continuous service.