Family Trust under Trust Agreement dated March 11, 2011 Woodman Form 4 GoPro / Nicholas Woodman ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Woodman Nicholas

(Last) (First) (Middle)

3000 CLEARVIEW WAY

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO, Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/28/2019		C		739,949	A	$0.00	739,949	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class A Common Stock	02/28/2019		S		739,949(2)	D	$5.8462(3)	0	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class A Common Stock	03/01/2019		C		660,051	A	$0.00	660,051	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class A Common Stock	03/01/2019		S		660,051(2)	D	$6.0405(4)	0	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Class B Common Stock	(5)	02/28/2019		C			739,949	(5)	(5)	Class A Common Stock	739,949	$0.00	29,798,845(6)	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class B Common Stock	(5)	03/01/2019		C			660,051	(5)	(5)	Class A Common Stock	660,051	$0.00	29,138,794	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	2,000,000		2,000,000	I	By 2018 GRAT
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	2,000,000		2,000,000	I	By spouse's 2018 GRAT
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	640,668		640,668(6)	I	By 2017 GRAT
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	640,668		640,668(6)	I	By spouse's 2017 GRAT

1. Name and Address of Reporting Person^*

Woodman Nicholas

(Last) (First) (Middle)

3000 CLEARVIEW WAY

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Woodman Family Trust under Trust Agreement dated March 11, 2011

(Last) (First) (Middle)

3000 CLEARVIEW WAY

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

Explanation of Responses:

1. Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.

2. The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 31, 2018.

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 $5.7450 to $6.21, 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 $5.89 to $6.10, 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. 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.

6. Prior to June 20, 2018, the Reporting Person indirectly beneficially held 29,120,130 shares of Issuer Class B Common Stock through The Woodman Family Trust and 1,350,000 shares through each of his 2017 GRAT and his spouse's 2017 GRAT. On June 20, 2018, each of the two GRAT's distributed 709,332 shares to the Woodman Family Trust (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The amounts reported reflect a corresponding increase of 1,418,664 shares in the number of shares of Issuer Class B Common Stock beneficially owned indirectly by the Reporting Person through The Woodman Family Trust and a decrease of 709,332 shares in the number of shares of such stock beneficially owned indirectly by the Reporting Person through each of his 2017 GRAT and his spouse's 2017 GRAT.

Remarks:

	Jason Stephen, Attorney-in-Fact for Nicholas Woodman	03/04/2019
	Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011	03/04/2019
	** Signature of Reporting Person	Date
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