SEC Form 4 · accession 0001127602-19-002334
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andy Missan
Officer — EVP, General Counsel, Sect.
Period of report
Jan 15, 2019
Accepted (ET)
Jan 17, 2019 · 8:46 pm EST
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Jan 15, 2019 | M | 4,983 | $0.00 | A | 83,702 | D | |
| Class A Common Stock | Jan 15, 2019 | M | 1,900 | $0.00 | A | 85,602 | D | |
| Class A Common Stock | Jan 15, 2019 | M | 2,289 | $0.00 | A | 87,891 | D | |
| Class A Common Stock | Jan 15, 2019 | F | 3,751 | $5.91 | D | 84,140 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | $0.00 | Jan 15, 2019 | M | 4,983 | D | — | — | Class A Common Stock | 4,983 | 19,931 | D |
| Restricted Stock UnitF2,F4 | $0.00 | Jan 15, 2019 | M | 1,900 | D | — | — | Class A Common Stock | 1,900 | 9,500 | D |
| Restricted Stock UnitsF2,F4 | $0.00 | Jan 15, 2019 | M | 2,289 | D | — | — | Class A Common Stock | 2,289 | 11,441 | D |
Explanation of responses
- F1Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of the Restricted Stock Units ("RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- F2Each RSU represents a contingent right to receive 1 share of the Issuer's Class A common stock upon settlement for no consideration.
- F31/10 of the RSUs vested on October 15, 2017, and the remainder will vest quarterly over the next 9 quarters 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.
- F41/11 of the RSUs vested on October 15, 2017, and the remainder will vest quarterly over the next 10 quarters 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.