SEC Form 4 · accession 0001140361-15-025347

FITBIT INC · FIT

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

Reporting owners

True Ventures II, L.P.

10% Owner

True Ventures II-A, L.P.

10% Owner

True Venture Partners II, L.L.C.

10% Owner

Philip Douglas Black

10% Owner

Period of report

Jun 23, 2015

Accepted (ET)

Jun 24, 2015 · 7:38 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	Nature of ownership
Class A Common Stock^F1,F2	Jun 23, 2015	C	3,133,707	—	A	3,133,707	I	By True Ventures II, L.P.
Class A Common Stock^F2	Jun 23, 2015	S	3,133,707	$18.80	D	0	I	By True Ventures II, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A-1 Convertible Preferred Stock^F3,F2	—	Jun 23, 2015	C	19,095,420	D	—	—	Class B Common Stock	19,095,420	0	I
Class B Common Stock^F1,F2	—	Jun 23, 2015	C	19,095,420	A	—	—	Class A Common Stock	19,095,420	19,095,420	I
Series B Convertible Preferred Stock^F3,F2	—	Jun 23, 2015	C	12,123,888	D	—	—	Class B Common Stock	12,123,888	0	I
Class B Common Stock^F1,F2	—	Jun 23, 2015	C	12,123,888	A	—	—	Class A Common Stock	12,123,888	31,219,308	I
Series C Convertible Preferred Stock^F3,F2	—	Jun 23, 2015	C	8,968,080	D	—	—	Class B Common Stock	8,968,080	0	I
Class B Common Stock^F1,F2	—	Jun 23, 2015	C	8,968,080	A	—	—	Class A Common Stock	8,968,080	40,187,388	I
Series D Convertible Preferred Stock^F3,F2	—	Jun 23, 2015	C	677,904	D	—	—	Class B Common Stock	677,904	0	I
Class B Common Stock^F1,F2	—	Jun 23, 2015	C	677,904	A	—	—	Class A Common Stock	677,904	40,865,292	I
Class B Common Stock^F1,F2	—	Jun 23, 2015	C	3,133,707	D	—	—	Class A Common Stock	3,133,707	37,731,585	I

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.
F2Shares held of record by True Ventures II, L.P., or TV II, a Delaware limited partnership, for itself and as nominee for True Ventures II-A, L.P., or TV II-A, a Delaware limited partnership. True Venture Partners II, L.L.C., or TVP II, a Delaware limited liability company, is the general partner of each of TV II and TV II-A. Jon Callaghan, a member of the Issuer's Board of Directors, and Philip Black are the managing members of TVP II and, therefore, may be deemed to share voting and dispositive power over the shares held by TV II and TV II-A.
F3The 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 and had no expiration date.

Remarks

Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's pecuniary interest in such securities). *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with True Ventures and their associated managing members.