SEC Form 4 · accession 0001140361-17-010538

FITBIT INC · FIT

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

Reporting owner

Officer — CHIEF BUSINESS OFFICER

Period of report

Mar 1, 2017

Accepted (ET)

Mar 3, 2017 · 4:29 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 Stock^F2	Mar 1, 2017	C	72,000	—	A	74,500	D
Class A Common Stock^F3,F4	Mar 1, 2017	S	72,000	$6.2696	D	2,500	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F2	—	Mar 1, 2017	C	72,000	D	—	—	Class A Common Stock	72,000	3,060,670	D
Class B Common Stock^F2	—	holding	—	—	—	—	—	Class A Common Stock	77,516	77,516	I
Class B Common Stock^F2	—	holding	—	—	—	—	—	Class A Common Stock	77,516	77,516	I
Class B Common Stock^F2	—	holding	—	—	—	—	—	Class A Common Stock	72,484	72,484	I
Class B Common Stock^F2	—	holding	—	—	—	—	—	Class A Common Stock	72,484	72,484	I

F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously 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.
F3Represents the aggregate of sales effected on the same day at different prices.
F4Represents the weighted average sales price per share. The shares sold at prices ranging from $6.21 to $6.39 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.