Sec Form 4 Filing - Zezima Sharon S @ GoPro, Inc. - 2017-02-15

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
Zezima Sharon S
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)
General Counsel, Secretary
(Last) (First) (Middle)
3000 CLEARVIEW WAY
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2017
(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 02/15/2017 A 35,000 ( 1 ) A $ 0 70,662 D
Class A Common Stock 02/15/2017 F( 2 ) 4,054 D $ 9.44 67,667 ( 3 ) D
Class A Common Stock 02/17/2017 S 6,297 ( 4 ) D $ 9.1645 ( 5 ) 61,370 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) $ 9.44 02/15/2017 A 79,545 ( 6 ) 02/14/2027 Class A Common Stock 79,545 $ 0 79,545 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zezima Sharon S
3000 CLEARVIEW WAY
SAN MATEO, CA94402
General Counsel, Secretary
Signatures
Eve T. Saltman, Attorney-in-Fact for Sharon Zezima 02/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents awards of restricted stock units that vest over a three year period as follows: 1/6 of the shares shall vest on August 15, 2017, and 1/6 of the shares shall vest on each six month anniversary thereafter, subject to the Reporting Person's continuous service.
( 2 )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 line item 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 in this line item for any reason other than to cover required taxes.
( 3 )Includes 1,059 shares acquired under the Issuer's employee stock purchase plan on February 15, 2017.
( 4 )The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 5 )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 $9.1596 to $9.2150, 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.
( 6 )The option vests over a three year period as follows: 16.67% of the underlying shares shall vest on August 15, 2017, and 1/36 of the shares shall vest monthly thereafter, subject to the Reporting Person's continuous service.

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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