SEC Form 4 · accession 0001140361-15-025355

FITBIT INC · FIT

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

Reporting owner

SoftBank PrinceVille Investments, L.P.

10% Owner

Period of report

Jun 23, 2015

Accepted (ET)

Jun 24, 2015 · 7:44 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	825,000	—	A	825,000	D
Class A Common Stock^F2	Jun 23, 2015	S	825,000	$18.80	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series D Convertible Preferred Stock^F3,F2,F1	—	Jun 23, 2015	C	10,168,572	D	—	—	Class B Common Stock	10,168,572	0	D
Class B Common Stock^F1,F2	—	Jun 23, 2015	C	10,168,572	A	—	—	Class A Common Stock	10,168,572	10,168,572	D
Class B Common Stock^F1,F2	—	Jun 23, 2015	C	825,000	D	—	—	Class A Common Stock	825,000	9,343,572	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.
F2SB PV GP L.P. is the general partner of SoftBank PrinceVille Investments, L.P. and SB PV GP LLC is the general partner of SB PV GP L.P. The managing members of SB PV GP LLC are Ronald D. Fisher, Kabir Misra, and Steven Murray, a member of the Issuer's board of directors, and, therefore, may be deemed to share voting and dispositive power over the shares held by SoftBank PrinceVille Investments, L.P. Messrs. Fisher, Misra, and Murray disclaim beneficial ownership of these securities except to the extent of their pecuniary interests therein, and 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.
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.