SEC Form 4 · accession 0001127602-18-021481

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

Jun 1, 2018

Accepted (ET)

Jun 19, 2018 · 6:35 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001447599

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock	Jun 15, 2018	M	4,113	$0.00	A	24,582	D
Class A Common Stock	Jun 15, 2018	M	4,117	$0.00	A	28,699	D
Class A Common Stock	Jun 15, 2018	F	2,847	$7.42	D	25,852	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1	—	Jun 1, 2018	G	91,653	D	—	—	Class A Common Stock	91,653	1,291,653	I
Class B Common Stock^F1	—	Jun 1, 2018	G	91,653	A	—	—	Class A Common Stock	91,653	91,653	I
Class B Common Stock^F1	—	Jun 1, 2018	G	91,653	D	—	—	Class A Common Stock	91,653	1,200,000	I
Class B Common Stock^F1	—	Jun 1, 2018	G	91,653	A	—	—	Class A Common Stock	91,653	91,653	I
Class B Common Stock^F1	—	Jun 1, 2018	G	46,859	D	—	—	Class A Common Stock	46,859	46,859	I
Class B Common Stock^F1	—	Jun 1, 2018	G	46,859	A	—	—	Class A Common Stock	46,859	138,512	I
Class B Common Stock^F1	—	Jun 1, 2018	G	46,859	D	—	—	Class A Common Stock	46,859	0	I
Class B Common Stock^F1	—	Jun 1, 2018	G	46,859	A	—	—	Class A Common Stock	46,859	138,512	I
Class B Common Stock^F1	—	Jun 1, 2018	G	273,218	D	—	—	Class A Common Stock	273,218	788,271	I
Class B Common Stock^F1	—	Jun 1, 2018	G	273,218	A	—	—	Class A Common Stock	273,218	411,730	I
Class B Common Stock^F1	—	Jun 1, 2018	G	273,217	D	—	—	Class A Common Stock	273,217	515,054	I
Class B Common Stock^F1	—	Jun 1, 2018	G	273,217	A	—	—	Class A Common Stock	273,217	411,729	I
Class B Common Stock^F1	—	Jun 1, 2018	G	248,639	D	—	—	Class A Common Stock	248,639	812,848	I
Class B Common Stock^F1	—	Jun 1, 2018	G	248,639	A	—	—	Class A Common Stock	248,639	660,369	I
Class B Common Stock^F1	—	Jun 1, 2018	G	248,639	D	—	—	Class A Common Stock	248,639	564,209	I
Class B Common Stock^F1	—	Jun 1, 2018	G	248,639	A	—	—	Class A Common Stock	248,639	660,368	I
Restricted Stock Units^F2,F3	$0.00	Jun 15, 2018	M	4,113	D	—	—	Class A Common Stock	4,113	28,787	D
Restricted Stock Units^F2,F4	$0.00	Jun 15, 2018	M	4,117	D	—	—	Class A Common Stock	4,117	45,283	D
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	12,878,085	12,878,085	D

Explanation of responses

F1Each 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 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.
F2Each 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.
F31/4th of the total number of RSUs vested on March 15, 2017, and thereafter shall vest as to 1/16th of the total number of RSUs in equal quarterly 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.
F41/12 of the RSUs vested 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.