GoPro (GPRO) Form 3 GoPro / Vincent G. Nakayama ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Nakayama Vincent G.

(Last) (First) (Middle)

3025 CLEARVIEW WAY

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2025

3. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [ GPRO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Engineering

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	562,787(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	(2)	11/14/2033	Class A Common Stock	198,171	3.58	D

Explanation of Responses:

1. Includes 562,787 restricted stock units ("RSUs") that vest as follows: 88,636 RSUs will vest on 11/15/2025, 88,636 RSUs will vest on 11/15/2026 and 88,637 RSUs will vest on 11/15/2027; 74,219 RSUs will vest on 5/15/2025, 74,220 will vest on 5/15/2026, 74,219 RSUs will vest on 5/15/2027 and 74,220 RSUs will vest on 5/15/2028, subject to the Reporting Person's continuous service.

2. The options vest over a four-year period as follows: 25% of the underlying shares vested on November 15, 2024, and an additional 1/48th of the shares shall vest monthly thereafter, based on the Reporting Person's continuous service.

Remarks:

	/s/ Jason Stephen, Attorney-in-Fact for Vincent G. Nakayama	02/28/2025
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.