SEC Form 4 · accession 0001209191-15-055747
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bradley A Feld
10% Owner
Ryan A McIntyre
10% Owner
Jason A Mendelson
10% Owner
Foundry Select Fund GP, LLC
10% Owner
Foundry Group Select Fund, L.P.
10% Owner
Foundry Venture Capital 2007, L.P.
10% Owner
Foundry Venture 2007, LLC
10% Owner
Seth Levine
10% Owner
Period of report
Jun 23, 2015
Accepted (ET)
Jun 23, 2015 · 8:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001447599
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF3,F1 | — | Jun 23, 2015 | C | 25,023,084 | D | — | — | Class B Common Stock | 25,023,084 | 0 | I |
| Class B Common StockF3,F2 | — | Jun 23, 2015 | C | 25,023,084 | A | — | — | Class A Common Stock | 25,023,084 | 25,023,084 | I |
| Series C Convertible Preferred StockF3,F1 | — | Jun 23, 2015 | C | 20,925,528 | D | — | — | Class B Common Stock | 20,925,528 | 0 | I |
| Class B Common StockF3,F2 | — | Jun 23, 2015 | C | 20,925,528 | A | — | — | Class A Common Stock | 20,925,528 | 45,948,612 | I |
| Series D Convertible Preferred StockF4,F1 | — | Jun 23, 2015 | C | 6,779,040 | D | — | — | Class B Common Stock | 6,779,040 | 0 | I |
| Class B Common StockF4,F2 | — | Jun 23, 2015 | C | 6,779,040 | A | — | — | Class A Common Stock | 6,779,040 | 6,779,040 | 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 had 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.
- F3The shares are held by Foundry Venture Capital 2007, L.P. The general partner of Foundry Venture Capital 2007, L.P. is Foundry Venture 2007, LLC, which has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Venture 2007, LLC and share voting and dispositive power over these shares. Each of Foundry Venture 2007, LLC, Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
- F4The shares are held by Foundry Group Select Fund, L.P. The general partner of Foundry Group Select Fund, L.P. is Foundry Select Fund GP, LLC, which has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Select Fund GP, LLC and share voting and dispositive power over these shares. Each of Foundry Select Fund GP, LLC, Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.