SEC Form 4 · accession 0001140361-16-066670

FITBIT INC · FIT

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

Reporting owner

Officer — CTO · Director · 10% Owner

Period of report

May 20, 2016

Accepted (ET)

May 23, 2016 · 4:31 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	May 20, 2016	C	46,344	$0.00	A	46,344	I	By trust
Class A Common Stock^F2	May 20, 2016	J	46,344	$0.00	D	0	I	By trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F2	—	May 20, 2016	C	46,344	D	—	—	Class A Common Stock	46,344	0	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	12,878,085	12,878,085	D
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	3,047,647	3,047,647	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	184,118	184,118	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	184,118	184,118	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	184,117	184,117	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 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.
F3On May 20, 2016, the Reporting Person caused the trust to distribute 46,344 shares to the beneficiaries of the trust.