SEC Form 4 · accession 0001140361-17-030619
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 4, 2017
Accepted (ET)
Aug 8, 2017 · 4:58 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 | Aug 4, 2017 | A | 10,416 | $0.00 | A | 80,332 | D | |
| Class A Common StockF2 | Aug 4, 2017 | C | 5,000 | — | A | 85,332 | D | |
| Class A Common StockF3,F4 | Aug 4, 2017 | S | 5,000 | $5.6791 | D | 80,332 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | $0.00 | Aug 4, 2017 | A | 114,584 | A | — | — | Class A Common Stock | 114,584 | 114,584 | D |
| Employee Stock Option (right to buy)F7 | $0.2767 | Aug 4, 2017 | M | 5,000 | D | — | Mar 26, 2023 | Class B Common Stock | 5,000 | 320,175 | D |
| Class B Common StockF2 | — | Aug 4, 2017 | M | 5,000 | A | — | — | Class A Common Stock | 5,000 | 5,000 | D |
| Class B Common StockF2 | — | Aug 4, 2017 | C | 5,000 | D | — | — | Class A Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Represents an award of restricted stock units ("RSUs") that are fully vested upon grant. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.
- 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 $5.61 to $5.88 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.
- F5Each RSU represents a contingent right to receive 1 share of the Issuer's Class A common stock upon settlement for no consideration.
- F61/12th of the total number of RSUs granted are fully vested upon grant and are reported in Table I of this Form 4. An additional 1/12th of the total number of RSUs granted will vest in equal quarterly installments beginning on September 15, 2017, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.
- F7The 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.