Saltman Eve T. Form 4 GoPro / Eve T. Saltman 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^*

Saltman Eve T.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Corp/Bus Dev, CLO, Sec

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2021

4. 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 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	05/17/2021		A		10,675(1)	A	$0.00	228,060	D
Class A Common Stock	05/17/2021		M		6,000	A	$4.08	234,060	D
Class A Common Stock	05/17/2021		S(2)		17,000	D	$9.6408(3)	217,060	D
Class A Common Stock	05/17/2021		F(4)		1,301	D	$9.89	215,759	D
Class A Common Stock	05/18/2021		M		6,000	A	$4.08	221,759	D
Class A Common Stock	05/18/2021		S(2)		6,000	D	$10.05	215,759	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
Employee Stock Option (right to buy)	$9.89	05/17/2021		A		9,218		(5)	05/16/2031	Class A Common Stock	9,218	$0.00	9,218	D
Employee Stock Options (right to buy)	$4.08	05/17/2021		M			6,000	(6)	02/17/2030	Class A Common Stock	6,000	$0.00	75,019	D
Employee Stock Options (right to buy)	$4.08	05/18/2021		M			6,000	(6)	02/17/2030	Class A Common Stock	6,000	$0.00	69,019	D

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs") that vest over a four-year period as follows: 25% of the RSUs shall vest on May 15, 2022, and 25% of the RSUs shall vest each annual anniversary thereafter, subject to the Reporting Person's continuous service.

2. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

3. The reported price in Column 4 of Table I is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $9.53 to $9.76, 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 of this Form 4.

4. 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 Form 4 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 on this Form 4 for any reason other than to cover required taxes.

5. The option vests over a four-year period as follows: 25% of the underlying shares shall vest on May 15, 2022, and 1/48 of the shares shall vest monthly thereafter, subject to the Reporting Person's continuous service.

6. The option vests over a four-year period as follows: 25% of the underlying shares vested on February 15, 2021, and 1/48 of the shares shall vest monthly thereafter, subject to the Reporting Person's continuous service.

Remarks:

	Jason Stephen, Attorney-in-Fact for Eve T. Saltman	05/19/2021
	** 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 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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