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

OMB APPROVAL

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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)

3025 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)
02/24/2021

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	02/24/2021		C		153,744	A	$0.00	153,744	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class A Common Stock	02/24/2021		S(2)		153,744	D	$8.0061(3)	0	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class A Common Stock	02/25/2021		C		19,115	A	$0.00	19,115	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class A Common Stock	02/25/2021		S(2)		19,115	D	$8.0004(4)	0	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class A Common Stock								695,747	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 (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)	02/24/2021		C			153,744	(5)	(5)	Class A Common Stock	153,744	$0.00	26,734,166	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)
Class B Common Stock	(5)	02/25/2021		C			19,115	(5)	(5)	Class A Common Stock	19,115	$0.00	26,715,051	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	966,110		966,110	I	By 2019 GRAT
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	966,110		966,110	I	By Spouse's 2019 GRAT

1. Name and Address of Reporting Person^*

Woodman Nicholas

(Last) (First) (Middle)

3025 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)

3025 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 previously adopted by the Reporting Person.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.0805 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.00 to $8.01 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased 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 certain transfers of such shares.

Remarks:

	Jason Stephen, Attorney-in-Fact for Nicholas Woodman	02/26/2021
	Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011	02/26/2021
	** Signature of Reporting Person	Date
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