Jonathan Harris Form 3 GoPro / Jonathan Harris 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^*

Harris Jonathan

(Last) (First) (Middle)

3000 CLEARVIEW WAY

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2017

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)
Senior Vice President of Sales

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	160,167(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
Incentive Stock Option (right to buy)	(2)	12/18/2020	Class B Common Stock	63,250	0.6567	D
Non-Qualified Stock Option (right to buy)	(3)	02/08/2025	Class A Common Stock	37,011	44.48	D
Non-Qualified Stock Option (right to buy)	(4)	02/10/2026	Class A Common Stock	123,967	10.17	D

Explanation of Responses:

1. Consists of (i) shares held by JKH Community Property Trust of which Jonathan Harris and Kristin Harris are co-trustees, (ii) shares held by Mr. Harris and (iii) awards of restricted stock units (RSUs), each of which vest in 4 equal annual installments beginning on February 15, 2016 and February 15, 2017, subject to the Reporting Person's continuous service. The RSUs were granted on February 9, 2015 and February 11, 2016.

2. All shares are fully vested.

3. The option vests over a four year period as follows: 25% of the underlying shares vested on February 9, 2016, and 1/48 of the shares vest monthly thereafter, subject to the Reporting Person's continuous service.

4. The option vests over a four year period as follows: 25% of the underlying shares vested on February 11, 2017, and 1/48 of the shares vest monthly thereafter, subject to the Reporting Person's continuous service.

Remarks:

	Eve T. Saltman, Attorney-in-Fact for Jonathan Harris	02/17/2017
	** 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.