SEC Form 4 · accession 0001209191-16-153582

FITBIT INC · FIT

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

Reporting owner

Jon Callaghan

Director · 10% Owner

Period of report

Dec 2, 2016

Accepted (ET)

Dec 6, 2016 · 1:56 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	Dec 2, 2016	C	400,000	—	A	400,000	I	By True Ventures II, L.P.
Class A Common Stock^F3,F2	Dec 2, 2016	S	400,000	$8.2307	D	0	I	By True Ventures II, L.P.
Class A Common Stock^F1,F2	Dec 5, 2016	C	460,000	—	A	460,000	I	By True Ventures II, L.P.
Class A Common Stock^F4,F2	Dec 5, 2016	S	460,000	$8.1264	D	0	I	By True Ventures II, L.P.
Class A Common Stock^F5	holding	—	—		—	1,044,337	I	See footnote
Class A Common Stock^F6	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	—	Dec 2, 2016	C	400,000	D	—	—	Class A Common Stock	400,000	13,897,079	I
Class B Common Stock^F1,F2	—	Dec 5, 2016	C	460,000	D	—	—	Class A Common Stock	460,000	13,437,079	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.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.12 to $8.42, 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 separate price within the range set forth in this footnote.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.99 to $8.30, 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 separate price within the range set forth in this footnote.
F5Shares held directly by a family trust controlled by Jon Callaghan.
F6Shares 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.*