SEC Form 4 · accession 0001136261-15-000195

FITBIT INC · FIT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

10% Owner

Period of report

Jun 23, 2015

Accepted (ET)

Jun 25, 2015 · 7:25 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.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F1	—	Jun 23, 2015	C	2,316,960	D	—	—	Class B Common Stock	2,316,960	0	D
Class B Common Stock^F2	—	Jun 23, 2015	C	2,316,960	A	—	—	Class A Common Stock	2,316,960	2,999,864	D
Series B Convertible Preferred Stock^F1	—	Jun 23, 2015	C	2,316,960	D	—	—	Class B Common Stock	2,316,960	0	D
Class B Common Stock^F2	—	Jun 23, 2015	C	2,316,960	A	—	—	Class A Common Stock	2,316,960	5,311,824	D

F1The Convertible Preferred Stock automatically converted into Class B Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering.
F2Each 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 a one for one 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.

All shares are held of record by The Marc R. Benioff Revocable Trust U/A/D 12/3/2004.