SEC Form 4 · accession 0001140361-17-035972
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
Sep 15, 2017
Accepted (ET)
Sep 19, 2017 · 7:47 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 | Sep 15, 2017 | M | 1,137 | $0.00 | A | 72,556 | D | |
| Class A Common Stock | Sep 15, 2017 | M | 10,416 | $0.00 | A | 82,972 | D | |
| Class A Common Stock | Sep 15, 2017 | M | 10,416 | $0.00 | A | 93,388 | D | |
| Class A Common Stock | Sep 15, 2017 | F | 8,255 | $6.88 | D | 85,133 | 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 | Sep 15, 2017 | M | 1,137 | D | — | — | Class A Common Stock | 1,137 | 11,375 | D |
| Restricted Stock UnitsF5,F7 | $0.00 | Sep 15, 2017 | M | 10,416 | D | — | — | Class A Common Stock | 10,416 | 104,167 | D |
| Restricted Stock UnitsF5,F8 | $0.00 | Sep 15, 2017 | M | 10,416 | D | — | — | Class A Common Stock | 10,416 | 104,167 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on March 15, 2016.
- F2Vesting of RSUs granted to the Reporting Person on March 22, 2017.
- F3Vesting of RSUs granted to the Reporting Person on August 4, 2017.
- F4Exempt 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.
- F5Each RSU represents a contingent right to receive 1 share of the Issuer's Class A common stock upon settlement for no consideration.
- F61/4th of the total number of RSUs vested on March 15, 2017, and thereafter shall vest as to 1/16th of the total number of RSUs in equal quarterly 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.
- F71/12th of the total number of RSUs vested on June 15, 2017, and the remainder will vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing service 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.
- F81/12th of the total number of RSUs granted vested on August 4, 2017. An additional 1/12th of the total number of RSUs granted vested and shall continue to 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.