SEC Form 4 · accession 0001140361-16-063861
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andy Missan
Officer — EVP, GC, & SECRETARY
Period of report
May 4, 2016
Accepted (ET)
May 6, 2016 · 4:26 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 StockF1 | May 4, 2016 | C | 15,000 | — | A | 35,000 | D | |
| Class A Common StockF1 | May 6, 2016 | C | 10,000 | — | A | 45,000 | D | |
| Class A Common StockF3 | May 6, 2016 | S | 10,000 | $13.322 | D | 35,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1,F4 | $0.2767 | May 4, 2016 | M | 15,000 | D | — | Mar 26, 2023 | Class B Common Stock | 15,000 | 498,534 | D |
| Class B Common StockF1 | — | May 4, 2016 | M | 15,000 | A | — | — | Class A Common Stock | 15,000 | 15,000 | D |
| Class B Common StockF1 | — | May 4, 2016 | C | 15,000 | D | — | — | Class A Common Stock | 15,000 | 0 | D |
| Employee Stock Option (right to buy)F1,F4 | $1.27 | May 6, 2016 | M | 6,819 | D | — | Nov 20, 2023 | Class B Common Stock | 6,819 | 91,147 | D |
| Employee Stock Option (right to buy)F1,F4 | $0.2767 | May 6, 2016 | M | 3,181 | D | — | Mar 26, 2023 | Class B Common Stock | 3,181 | 495,353 | D |
| Class B Common StockF1 | — | May 6, 2016 | M | 10,000 | A | — | — | Class A Common Stock | 10,000 | 10,000 | D |
| Class B Common StockF1 | — | May 6, 2016 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 0 | 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.
- F2The sales reported were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person.
- F3The reported price in column 4 is a weighted average price. The shares were sold in multiple transactions at price ranging from $13.0401 to $13.86 per share, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4The option vested as to 1/4th of the total number of shares on March 26, 2014, and thereafter vested and shall continue to vest as to 1/48th of the total number of shares in equal monthly installments.