Filing Details

CUSIP No. 33812L102

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 33812L102

SCHEDULE 13G

1

Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Marc R. Benioff

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
6,811,824

6

Shared Voting Power
-0-

7

Sole Dispositive Power
6,811,824

8

Shared Dispositive Power
-0-

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,811,824 (1)

10

Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row 9
3.84% (2)

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 33812L102

Item 1.

(a)

Name of Issuer:
Fitbit, Inc.

(b)

Address of Issuers Principal Executive Offices:
405 Howard Street

San Francisco, CA 94105

Item 2.

(a)

Name of Person Filing:
Marc R. Benioff

(b)

Address of Principal Business Office or, if none, Residence:
The Landmark @ One Market, Suite 300

San Francisco, CA 94105

(c)

Citizenship:
United States of America

(d)

Title of Class of Securities:
Class A Common Stock

(e)

CUSIP Number:
33812L102

Item 3.

If this statement is filed pursuant to §§ 240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act;

(b)

o

Bank as defined in section 3(a)(6) of the Act;

(c)

o

Insurance company as defined in section 3(a)(19) of the Act;

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940;

(e)

o

An investment adviser in accordance with Rule 13d-l(b)(l)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-l(b)(l)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-l(b)(l)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

o

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Not applicable.

CUSIP No. 33812L102

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

6,811,824 (1)

(b)

Percent of class:   

3.84% (2)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

6,811,824

(ii)

Shared power to vote or to direct the vote    

-0-

(iii)

Sole power to dispose or to direct the disposition of   

6,811,824

(iv)

Shared power to dispose or to direct the disposition of   

-0-

(1)           All shares are held by The Marc R. Benioff Revocable Trust U/A/D 12/3/2004. Marc R. Benioff is Trustee.

(2)           Based on 177,212,531 shares of Class A Common Stock outstanding as of December 31, 2016.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

CUSIP No. 33812L102

Item 10.

Certifications.

Not applicable.

By:

/s/ Marc R. Benioff

Name: Marc R. Benioff