SEC Form 4 · accession 0001144204-15-039047
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Nino Nikola Marakovic
10% Owner
SAP Ventures Fund I, L.P.
10% Owner
Sapphire Ventures (GPE) I, L.L.C.
10% Owner
Period of report
Jun 23, 2015
Accepted (ET)
Jun 25, 2015 · 1:44 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 | Jun 23, 2015 | C | 1,050,000 | $0.00 | A | 1,050,000 | I | By Sapphire Ventures Fund I, L.P. |
| Class A Common StockF3 | Jun 23, 2015 | S | 1,050,000 | $18.80 | D | 0 | I | By Sapphire Ventures Fund I, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF3,F1,F2 | — | Jun 23, 2015 | C | 6,779,040 | D | — | — | Class B Common Stock | 6,779,040 | 0 | I |
| Class B Common StockF2,F3 | — | Jun 23, 2015 | C | 6,779,040 | A | — | — | Class A Common Stock | 6,779,040 | 6,779,040 | I |
| Class B Common StockF2,F3 | — | Jun 23, 2015 | C | 1,050,000 | D | — | — | Class A Common Stock | 1,050,000 | 5,729,040 | I |
Explanation of responses
- F1The Convertible Preferred Stock automatically converted into Class B Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering and has no expiration date.
- 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.
- F3Shares are held directly by Sapphire Ventures Fund I, LP. formerly known as SAP Ventures Fund I, L.P. Sapphire Ventures (GPE) I, L.L.C. is the general partner of Sapphire Ventures Fund I, LP. Nino Marakovic as the managing member of Sapphire Ventures (GPE) I, L.L.C. may be deemed to have voting and dispositive power with respect to the shares held by Sapphire Ventures Fund I, LP.