Sec Form 4 Filing - LAZAR JACK R @ GoPro, Inc. - 2015-06-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LAZAR JACK R
2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [ GPRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
3000 CLEARVIEW WAY
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2015
(Street)
SAN MATEO, CA94402
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/08/2015 C 25,000 A $ 0 44,480 D
Class A Common Stock 06/08/2015 S 6,777 ( 1 ) D $ 59.1653 ( 2 ) 37,703 D
Class A Common Stock 06/08/2015 S 16,823 ( 1 ) D $ 60.1181 ( 3 ) 20,880 D
Class A Common Stock 06/08/2015 S 1,400 ( 1 ) D $ 60.8679 ( 4 ) 19,480 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Non-Qualified Stock Option (right to buy) $ 16.22 06/08/2015 M 25,000 ( 5 ) 01/28/2024 Class B Common Stock 25,000 $ 0 751,175 D
Class B Common Stock ( 6 ) 06/08/2015 M 25,000 ( 6 ) ( 6 ) Class A Common Stock 25,000 $ 0 43,040 D
Class B Common Stock ( 6 ) 06/08/2015 C 25,000 ( 6 ) ( 6 ) Class A Common Stock 25,000 $ 0 18,040 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAZAR JACK R
3000 CLEARVIEW WAY
SAN MATEO, CA94402
Chief Financial Officer
Signatures
Eve T. Saltman, Attorney-in-Fact for Jack R. Lazar 06/09/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 2 )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 $58.66 to $59.63, 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 range set forth in this footnote.
( 3 )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 $59.70 to $60.67, 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 range set forth in this footnote.
( 4 )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 $60.71 to $61.05, 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 range set forth in this footnote.
( 5 )When both ISO and NQ Stock Options granted on January 29, 2014 are combined, they vest over five years of continuous service as follows: 1/5 of the underlying shares vest on January 24, 2015, and 1/60 of the underlying shares vest monthly thereafter, subject to the Reporting Person's continuous service.
( 6 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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