SEC Form 4 · accession 0001209191-16-150812

FITBIT INC · FIT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jon Callaghan

Director · 10% Owner

Period of report

Nov 16, 2016

Accepted (ET)

Nov 17, 2016 · 3:51 pm EST

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 Stock^F1,F2	Nov 16, 2016	C	2,000,005	$0.00	A	2,000,005	I	By True Ventures II, L.P.
Class A Common Stock^F2	Nov 16, 2016	J	2,000,005	$0.00	D	0	I	By True Ventures II, L.P.
Class A Common Stock^F4	Nov 16, 2016	J	120,526	$0.00	A	1,059,337	I	See footnote
Class A Common Stock^F5	holding	—	—		—	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 Stock^F1,F2	—	Nov 16, 2016	C	2,000,005	D	—	—	Class A Common Stock	2,000,005	14,297,079	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

The 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.*