SEC Form 4 · accession 0001140361-15-025353

FITBIT INC · FIT

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

Reporting owner

Officer — CTO · Director · 10% Owner

Period of report

Jun 23, 2015

Accepted (ET)

Jun 24, 2015 · 7:40 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	Jun 23, 2015	C	1,095,817	—	A	1,095,817	D
Class A Common Stock	Jun 23, 2015	S	1,095,817	$18.80	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Convertible Preferred Stock^F2,F3,F1	—	Jun 23, 2015	C	46,344	D	—	—	Class B Common Stock	46,344	0	I
Class B Common Stock^F1,F3	—	Jun 23, 2015	C	46,344	A	—	—	Class A Common Stock	46,344	46,344	I
Series B Convertible Preferred Stock^F2,F1	—	Jun 23, 2015	C	46,344	D	—	—	Class B Common Stock	46,344	0	D
Class B Common Stock^F1	—	Jun 23, 2015	C	46,344	A	—	—	Class A Common Stock	46,344	14,467,392	D
Class B Common Stock^F1	—	Jun 23, 2015	C	1,095,817	D	—	—	Class A Common Stock	1,095,817	13,371,575	D
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	3,600,000	3,600,000	I

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.
F2The 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.
F3The Reporting Person is a trustee and beneficiary of the trust and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.