SEC Form 4 · accession 0001209191-16-117973
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
May 3, 2016
Accepted (ET)
May 5, 2016 · 9:37 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 StockF2 | May 3, 2016 | J | 6,622,980 | $0.00 | D | 12,591,328 | I | By Foundry Venture Capital 2007, L.P. |
| Class A Common StockF4 | May 3, 2016 | J | 977,123 | $0.00 | D | 1,857,665 | I | By Foundry Group Select Fund, L.P. |
| Class A Common StockF6 | May 3, 2016 | J | 1,483,548 | $0.00 | A | 1,483,548 | D | |
| Class A Common StockF6 | May 3, 2016 | J | 1,415,960 | $0.00 | D | 67,588 | D | |
| Class A Common StockF8,F9,F6 | May 3, 2016 | S | 67,588 | $17.2699 | D | 0 | D | |
| Class A Common StockF10 | May 3, 2016 | J | 398,936 | $0.00 | A | 398,936 | D | |
| Class A Common StockF8,F9,F10 | May 3, 2016 | S | 79,787 | $17.2699 | D | 319,149 | D | |
| Class A Common StockF11 | May 3, 2016 | J | 302,126 | $0.00 | A | 307,126 | D | |
| Class A Common StockF8,F9,F11 | May 3, 2016 | S | 175,425 | $17.2699 | D | 131,701 | D | |
| Class A Common StockF12 | May 3, 2016 | J | 302,126 | $0.00 | A | 302,126 | D | |
| Class A Common StockF13,F12 | May 3, 2016 | G | 302,126 | $0.00 | D | 0 | D | |
| Class A Common StockF14 | May 3, 2016 | G | 302,126 | $0.00 | A | 359,892 | I | By Trust |
| Class A Common StockF9,F14 | May 3, 2016 | S | 135,956 | $17.2699 | D | 223,936 | I | By Trust |
| Class A Common StockF15 | May 3, 2016 | J | 302,127 | $0.00 | A | 329,867 | D | |
| Class A Common StockF8,F9,F15 | May 3, 2016 | S | 181,276 | $17.2699 | D | 148,591 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by Foundry Venture Capital 2007, L.P. ("Foundry 2007") without consideration to its limited partners and its general partner, Foundry Venture 2007, LLC ("Foundry 2007 GP").
- F10The shares are held by Brad Feld.
- F11The shares are held by Seth Levine.
- F12The shares are held by Ryan McIntyre.
- F13Represents shares received by the Reporting Person in the distribution described in greater detail in footnote (7), which the Reporting Person gifted to a trust for the benefit of the Reporting Person's family members, of which the Reporting Person is a trustee. The shares reported as beneficially owned by the Reporting Person following the gift represent the remainder of the shares received by the Reporting Person in the distribution.
- F14Held by a revocable trust for the benefit of the family members of Ryan McIntyre, of which Mr. McIntyre is a trustee. Mr. McIntyre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- F15The shares are held by Jason Mendelson.
- F2The shares are held by Foundry 2007. The general partner of Foundry 2007 is Foundry 2007 GP, which has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry 2007 GP and share voting and dispositive power over these shares. Each of Foundry 2007 GP, 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.
- F3Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by Foundry Group Select Fund, L.P. ("Foundry Select") without consideration to its limited partners.
- 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.
- F5Represents the receipt of Class A Common Stock by Foundry 2007 GP from Foundry 2007, as described in greater detail in footnote (1).
- F6The shares are held by Foundry 2007 GP, which serves as the general partner of Foundry 2007. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry 2007 GP and share voting and dispositive power over these shares. Each of 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.
- F7Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by Foundry 2007 GP without consideration to its members
- F8Shares sold by the Reporting Person consist of shares received by such Reporting Person in the distribution described in greater detail in footnote (7). Any shares reported as beneficially owned by the Reporting Person following such sale represent the remainder of the shares received by such Reporting Person in the distribution.
- F9Represents the weighted average sales price for price increments ranging from $17.01 to $17.95. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.