SEC Form 4 · accession 0001140361-17-032864
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
Jul 20, 2017
Accepted (ET)
Aug 21, 2017 · 5:07 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 | Aug 17, 2017 | F | 3,914 | $5.48 | D | 76,419 | 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 UnitsF4,F2,F3 | $0.00 | Jul 20, 2017 | A | 49,828 | A | — | — | Class A Common Stock | 49,828 | 49,828 | D |
| Restricted Stock UnitsF4,F2,F5 | $0.00 | Jul 20, 2017 | A | 20,900 | A | — | — | Class A Common Stock | 20,900 | 20,900 | D |
| Restricted Stock UnitsF4,F2,F5 | $0.00 | Jul 20, 2017 | A | 25,171 | A | — | — | Class A Common Stock | 25,171 | 25,171 | D |
| Employee Stock Option (right to buy)F4,F6 | $7.3733 | Jul 20, 2017 | D | 150,000 | D | — | Feb 27, 2025 | Class B Common Stock | 150,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F7 | $13.93 | Jul 20, 2017 | D | 41,800 | D | — | Mar 15, 2026 | Class A Common Stock | 41,800 | 0 | D |
Explanation of responses
- F1Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- F2Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A common stock upon settlement for no consideration.
- F31/10 of the RSUs will vest on October 15, 2017, and the remainder will vest quarterly over the next 9 quarters in equal installments, 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.
- F4On July 20, 2017, the Issuer canceled, pursuant to the Issuer's tender offer, options granted to the Reporting Person on February 27, 2015 and March 15, 2016. In exchange for the options, the Reporting Person received these RSUs.
- F51/11 of the RSUs will vest on October 15, 2017, and the remainder will vest quarterly over the next 10 quarters in equal installments, 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.
- F6The cancelled option provided for vesting over 36 months in equal monthly installments commencing on March 26, 2017.
- F7The cancelled option provided for vesting as to 1/4th of the total number of shares on March 15, 2017 and 1/16th of the total number of shares in equal quarterly installments thereafter.