SEC Form 4 · accession 0001144204-15-039050
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SoftTech VC II LP
10% Owner
SoftTech VC III, L.L.C.
10% Owner
SoftTech VC III, L.P.
10% Owner
Jean-Francois Clavier
10% Owner
SoftTech VC II, L.L.C.
10% Owner
Period of report
Jun 23, 2015
Accepted (ET)
Jun 25, 2015 · 1:46 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 | 37,500 | $0.00 | A | 37,500 | I | By SoftTech VC II, L.P |
| Class A Common StockF3 | Jun 23, 2015 | S | 37,500 | $18.80 | D | 0 | I | By SoftTech VC II, L.P |
| Class A Common StockF4 | Jun 23, 2015 | C | 112,500 | $0.00 | A | 112,500 | I | By SoftTech VC III, L.P |
| Class A Common StockF4 | Jun 23, 2015 | S | 112,500 | $18.80 | D | 0 | I | By SoftTech VC III, 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 A-1 Convertible Preferred StockF3,F1,F2 | — | Jun 23, 2015 | C | 1,363,956 | D | — | — | Class B Common Stock | 1,363,956 | 0 | I |
| Class B Common StockF2,F3 | — | Jun 23, 2015 | C | 1,363,956 | A | — | — | Class A Common Stock | 1,363,956 | 1,363,956 | I |
| Series B Convertible Preferred StockF3,F1,F2 | — | Jun 23, 2015 | C | 387,936 | D | — | — | Class B Common Stock | 387,936 | 0 | I |
| Class B Common StockF2,F3 | — | Jun 23, 2015 | C | 387,936 | A | — | — | Class A Common Stock | 387,936 | 1,751,892 | I |
| Series C Convertible Preferred StockF3,F1,F2 | — | Jun 23, 2015 | C | 644,328 | D | — | — | Class B Common Stock | 644,328 | 0 | I |
| Class B Common StockF2,F3 | — | Jun 23, 2015 | C | 644,328 | A | — | — | Class A Common Stock | 644,328 | 2,396,220 | I |
| Class B Common StockF2,F3 | — | Jun 23, 2015 | C | 37,500 | D | — | — | Class A Common Stock | 37,500 | 2,358,720 | I |
| Series B Convertible Preferred StockF4,F1,F2 | — | Jun 23, 2015 | C | 1,251,156 | D | — | — | Class B Common Stock | 1,251,156 | 0 | I |
| Class B Common StockF2,F4 | — | Jun 23, 2015 | C | 1,251,156 | A | — | — | Class A Common Stock | 1,251,156 | 1,251,156 | I |
| Series C Convertible Preferred StockF4,F1,F2 | — | Jun 23, 2015 | C | 2,552,712 | D | — | — | Class B Common Stock | 2,552,712 | 0 | I |
| Class B Common StockF2,F4 | — | Jun 23, 2015 | C | 2,552,712 | A | — | — | Class A Common Stock | 2,552,712 | 3,803,868 | I |
| Class B Common StockF2,F3 | — | Jun 23, 2015 | C | 112,500 | D | — | — | Class A Common Stock | 112,500 | 3,691,368 | 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 SoftTech VC II, L.P. SoftTech VC II, L.L.C. is the general partner of SoftTech II, L.P. Jean-Francois Clavier is the managing member of SoftTech II, L.L.C. and has sole voting and dispositive power over the shares held by SoftTech II, L.P.
- F4Shares are held directly by SoftTech VC III, L.P. SoftTech VC III, L.L.C. is the general partner of SoftTech III, L.P. Jean-Francois Clavier is the managing member of SoftTech III, L.L.C. and has sole voting and dispositive power over the shares held by SoftTech III, L.P.