SEC Form 4 · accession 0001127602-18-016665
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric N. Friedman
Officer — CTO · Director · 10% Owner
Period of report
May 4, 2018
Accepted (ET)
May 8, 2018 · 6:06 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | $0.00 | May 4, 2018 | A | 49,400 | A | — | — | Class A Common Stock | 49,400 | 49,400 | D |
| Performance Stock UnitsF3,F4 | $0.00 | May 4, 2018 | A | 106,157 | A | — | — | Class A Common Stock | 106,157 | 106,157 | D |
| Performance Stock UnitsF3,F5 | $0.00 | May 4, 2018 | A | 156,494 | A | — | — | Class A Common Stock | 156,494 | 156,494 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A common stock upon settlement for no consideration.
- F21/12 of the RSUs will vest on June 15, 2018, and the remainder will vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.
- F3Each performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Class A common stock upon settlement for no consideration.
- F4The PSUs are subject to (i) service-based vesting over 3 years with 1/12 vesting on each quarterly anniversary of the date of grant, and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $8 as determined under set guidelines. Any portion of the PSUs that do not vest on an applicable vesting date will again be eligible to vest on the next scheduled vesting date, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting. Any portion of the PSUs that is unvested following the last vesting date will be immediately forfeited.
- F5The PSUs are subject to (i) service-based vesting over 3 years with 1/12 vesting on each quarterly anniversary of the date of grant, and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $10 as determined under set guidelines. Any portion of the PSUs that do not vest on an applicable vesting date will again be eligible to vest on the next scheduled vesting date, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting. Any portion of the PSUs that is unvested following the last vesting date will be immediately forfeited.