FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Woodman Nicholas
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
(Last)          (First)          (Middle)

3000 CLEARVIEW WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

5/28/2019
(Street)

SAN MATEO, CA 94402
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/28/2019     C    700000   A $0.00   700000   I   By The Woodman Family Trust under Trust Agreement dated March 11, 2011   (1)
Class A Common Stock   5/28/2019     S    700000   (2) D $6.8844   (3) 0   I   By The Woodman Family Trust under Trust Agreement dated March 11, 2011   (1)
Class A Common Stock   5/29/2019     C    700000   A $0.00   700000   I   By The Woodman Family Trust under Trust Agreement dated March 11, 2011   (1)
Class A Common Stock   5/29/2019     S    700000   (2) D $6.6712   (4) 0   I   By The Woodman Family Trust under Trust Agreement dated March 11, 2011   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 5/28/2019     C         700000      (5)   (5) Class A Common Stock   700000   $0.00   27039494   (6) I   By The Woodman Family Trust under Trust Agreement dated March 11, 2011   (1)
Class B Common Stock     (5) 5/29/2019     C         700000      (5)   (5) Class A Common Stock   700000   $0.00   26339494   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   1299650     1299650   (6) I   By 2018 GRAT  
Class B Common Stock     (5)                    (5)   (5) Class A Common Stock   1299650     1299650   (6) I   By spouse's 2018 GRAT  
Class B Common Stock     (5)                    (5)   (5) Class A Common Stock   640668     640668   I   By 2017 GRAT  
Class B Common Stock     (5)                    (5)   (5) Class A Common Stock   640668     640668   I   By spouse's 2017 GRAT  

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 sales reported on this Form 4 were 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 sale price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $6.73 to $7.19, 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 ranges set forth in the footnote of this Form 4.
(4)  The price reported is a weighted average sale price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $6.53 to $6.78, 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 ranges set forth in the footnote of this Form 4.
(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 May 15, 2019, the Reporting Person indirectly beneficially held 26,338,794 shares of Issuer Class B Common Stock through The Woodman Family Trust and 2,000,000 shares through each of his 2018 GRAT and his spouse's 2018 GRAT. On May 15, 2019, each of the two GRAT's distributed 700,350 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 1,400,700 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 700,350 shares in the number of shares of such stock beneficially owned indirectly by the Reporting Person through each of his 2018 GRAT and his spouse's 2018 GRAT.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Woodman Nicholas
3000 CLEARVIEW WAY
SAN MATEO, CA 94402
X X CEO, Chairman of the Board
Woodman Family Trust under Trust Agreement dated March 11, 2011
3000 CLEARVIEW WAY
SAN MATEO, CA 94402

X


Signatures
Jason Stephen, Attorney-in-Fact for Nicholas Woodman 5/30/2019
** Signature of Reporting Person Date

Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 5/30/2019
** 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).
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 control number.
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