SEC Form 4/A · accession 0001140361-17-037837
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Andy Missan
Officer — EVP, GC, & SECRETARY
Period of report
Sep 1, 2017
Accepted (ET)
Oct 6, 2017 · 8:41 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 StockF3,F4 | Sep 1, 2017 | C | 5,000 | — | A | 91,419 | D | |
| Class A Common StockF5,F6 | Sep 1, 2017 | S | 5,000 | $5.906 | D | 86,419 | 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)F7 | $0.2767 | Sep 1, 2017 | M | 5,000 | D | — | Mar 27, 2023 | Class B Common Stock | 5,000 | 305,175 | D |
| Class B Common StockF3 | — | Sep 1, 2017 | M | 5,000 | A | — | — | Class B Common Stock | 5,000 | 5,000 | D |
| Class B Common StockF3 | — | Sep 1, 2017 | C | 5,000 | D | — | — | Class A Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2The option exercise and the subsequent conversion of the underlying Class B common stock to Class A common stock reported herein were inadvertently omitted from the Form 4 filed on September 6, 2017. Following such option exercise and conversion, the resulting shares of Class A Common Stock were sold, as previously reported in the original Form 4.
- F3Each 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.
- F4Reflects an adjustment of 5,000 shares to correct the error described in footnote 2.
- F5Represents the aggregate of sales effected on the same day at different prices.
- F6Represents the weighted average sales price per share. The shares sold at prices ranging from $5.87 to $6.07 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.
- 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.