SEC Form 4 · accession 0001209191-16-124444
FITBIT INC · FIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Joseph Murray
Director · Other
Period of report
May 26, 2016
Accepted (ET)
May 31, 2016 · 5:56 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 StockF1,F2 | May 26, 2016 | S | 250,000 | $14.24 | D | 6,889,993 | I | By Softbank PrinceVille Investments, LP |
| Class A Common StockF3,F2 | May 27, 2016 | S | 500,000 | $14.23 | D | 6,389,993 | I | By Softbank PrinceVille Investments, LP |
| Class A Common StockF4,F2 | May 31, 2016 | S | 250,000 | $14.12 | D | 6,139,993 | I | By Softbank PrinceVille Investments, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | $0.00 | May 26, 2016 | A | 11,442 | A | — | — | Class A Common Stock | 11,442 | 11,442 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.125 - $14.565, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote (1) to this Form 4.
- F2These shares are owned by Softbank PrinceVille Investments, L.P. ("Princeville"). The Reporting Person, a director of the Issuer, is a managing member of SB PV GP LLC, which is the general partner of SB PV GP, L.P., the general partner of Princeville and, as such may be deemed to share voting and dispositive power over the shares held by Princeville. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.105 - $14.41, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote (3) to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.05 - $14.33, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote (4) to this Form 4.
- F5This security represents restricted stock units. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.
- F6The RSUs shall fully vest on the earlier of (i) the date of the 2017 annual meeting of stockholders (if the Reporting Person does not stand for re-election or is not re-elected at such meeting but provides continuous service to the Board until the date of such meeting) or (ii) May 26, 2017.