SEC Form 4 · accession 0001140361-16-075034
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
Aug 3, 2016
Accepted (ET)
Aug 5, 2016 · 4:10 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 StockF2 | Aug 3, 2016 | C | 15,000 | — | A | 50,000 | D | |
| Class A Common Stock | Aug 3, 2016 | S | 15,000 | $15.00 | 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)F2,F3 | $0.2767 | Aug 3, 2016 | M | 15,000 | D | — | Mar 26, 2023 | Class B Common Stock | 15,000 | 460,353 | D |
| Class B Common StockF2 | — | Aug 3, 2016 | M | 15,000 | A | — | — | Class A Common Stock | 15,000 | 15,000 | D |
| Class B Common StockF2 | — | Aug 3, 2016 | C | 15,000 | D | — | — | Class A Common Stock | 15,000 | 0 | D |
Explanation of responses
- F1The sales reported were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person.
- F2Each 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.
- F3The 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.