Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Prober Charles J.
2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2017
3. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [GPRO]
(Last)
(First)
(Middle)
3000 CLEARVIEW WAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN MATEO, CA 94402
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 55,047 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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) 06/02/2024 Class B Common Stock 16,302 $ 18.4 D  
Non-Qualified Stock Option (right to buy)   (2) 06/02/2024 Class B Common Stock 86,823 $ 18.4 D  
Non-Qualified Stock Option (right to buy)   (3) 02/08/2025 Class A Common Stock 12,879 $ 44.48 D  
Non-Qualified Stock Option (right to buy)   (4) 02/10/2026 Class A Common Stock 66,116 $ 10.17 D  
Non-Qualified Stock Option (right to buy)   (4) 03/03/2026 Class A Common Stock 41,118 $ 13.36 D  
Class B Common Stock   (5)   (5) Class A Common Stock 5,434 $ (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Prober Charles J.
3000 CLEARVIEW WAY
SAN MATEO, CA 94402
      Chief Operating Officer  

Signatures

Eve T. Saltman, Attorney-in-Fact for Charles J. Prober 01/31/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 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 various dates between February 9, 2015 and March 4, 2016.
(2) When both ISO and NQ Stock Options granted on June 3, 2014 are combined, they vest over a four year period as follows: 25% of the underlying shares vested on June 2, 2015, and 1/48 of the shares vest monthly thereafter, subject to the Reporting Person's continuous service.
(3) The option shall vest 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 shall vest over a four year period as follows: 25% of the underlying shares shall vest on February 11, 2017, and 1/48 of the shares vest monthly thereafter, subject to the Reporting Person's continuous service.
(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.
 
Remarks:
Exhibit 24 - Power of Attorney

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