SEC Form 4 · accession 0001140361-15-042345
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward M. Scal
Officer — CHIEF BUSINESS OFFICER
Period of report
Nov 18, 2015
Accepted (ET)
Nov 19, 2015 · 5:33 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 StockF1 | Nov 18, 2015 | C | 707,400 | — | A | 707,400 | D | |
| Class A Common Stock | Nov 18, 2015 | S | 707,400 | $28.13 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | — | Nov 18, 2015 | C | 707,400 | D | — | — | Class A Common Stock | 707,400 | 3,203,070 | D |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 150,000 | 150,000 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 150,000 | 150,000 | 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.