SEC Form 4 · accession 0001209191-16-121976
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon Callaghan
Director · 10% Owner
Period of report
May 18, 2016
Accepted (ET)
May 20, 2016 · 11:46 am 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 StockF1,F2 | May 18, 2016 | C | 3,999,972 | $0.00 | A | 3,999,972 | I | By True Ventures II, L.P. |
| Class A Common StockF2 | May 18, 2016 | J | 3,999,972 | $0.00 | D | 0 | I | By True Ventures II, L.P. |
| Class A Common StockF4 | May 18, 2016 | J | 242,247 | $0.00 | A | 638,430 | I | See footnote |
| Class A Common StockF5 | May 18, 2016 | J | 9,070 | $0.00 | A | 13,671 | I | By True Venture Management, L.L.C. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2 | — | May 18, 2016 | C | 3,999,972 | D | — | — | Class A Common Stock | 3,999,972 | 22,297,061 | I |
Explanation of responses
- F1Each 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.
- F2Shares held of record by True Ventures II, L.P., or TV II, a Delaware limited partnership, for itself and as nominee for True Ventures II-A, L.P., or TV II-A, a Delaware limited partnership. True Venture Partners II, L.L.C., or TVP II, a Delaware limited liability company, is the general partner of each of TV II and TV II-A. Jon Callaghan, a member of the Issuer's Board of Directors, and Philip Black are the managing members of TVP II and, therefore, may be deemed to share voting and dispositive power over the shares held by TV II and TV II-A.
- F3Represents a pro-rata, in-kind distribution by True Ventures II, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
- F4Shares held directly by a family trust controlled by Jon Callaghan.
- F5Shares are held directly by True Venture Management, L.L.C., which is controlled by Jon Callaghan and Philip D. Black.
Remarks
Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's pecuniary interest in such securities). *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with True Ventures and their associated managing members.*