SEC Form 4 · accession 0001104659-15-047044
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Felicis Ventures II, L.P.
10% Owner
Aydin Senkut
10% Owner
Felicis Ventures GP II, LLC
10% Owner
Period of report
Jun 23, 2015
Accepted (ET)
Jun 23, 2015 · 5:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001447599
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF3,F1 | — | Jun 23, 2015 | C | 764,280 | D | — | — | Class B Common Stock | 764,280 | 0 | I |
| Class B Common StockF3,F2 | — | Jun 23, 2015 | C | 764,280 | A | — | — | Class A Common Stock | 764,280 | 764,280 | I |
| Series C Convertible Preferred StockF3,F1 | — | Jun 23, 2015 | C | 2,989,356 | D | — | — | Class B Common Stock | 2,989,356 | 0 | I |
| Class B Common StockF3,F2 | — | Jun 23, 2015 | C | 2,989,356 | A | — | — | Class A Common Stock | 2,989,356 | 3,753,636 | I |
Explanation of responses
- F1Each share of Issuer's Convertible Preferred Stock automatically converted into Class B Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
- F2Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the earlier of: (i) any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof, (ii) the affirmative vote of the holders of Class B Common Stock representing not less than a majority of the outstanding shares of Class B Common Stock, or (iii) June 17, 2027.
- F3The shares are held by Felicis Ventures II, L.P. The general partner of Felicis Ventures II, L.P. is Felicis Ventures GP II, LLC, which has voting and dispositive power over these shares. Aydin Senkut is the sole manager of Felicis Ventures GP II, LLC and has voting and dispositive power over these shares. Each of Felicis Ventures GP II, LLC and Mr. Senkut disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.