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Filing Details

Accession Number:: 0001127602-19-034716
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-12-10 21:35:35
Reporting Period:: 2019-12-06

Accepted Time:: 2019-12-10 21:35:35
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1447599	Fitbit Inc.	FIT	Electronic Computers (3571)	208920744

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1645531	James Park	C/O Fitbit 199 Fremont Street, 14Th Floor San Francisco CA 94105	President, Ceo, Cob	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2019-12-06	340,987	$0.00	527,017	No	4	C	Direct
Class A Common Stock	Disposition	2019-12-06	340,987	$6.75	186,030	No	4	S	Direct
Class A Common Stock	Acquisiton	2019-12-09	75,775	$0.00	261,805	No	4	C	Direct
Class A Common Stock	Disposition	2019-12-09	75,775	$6.71	186,030	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Employee Stock Option (Right to Buy)	Disposition	2019-12-06	642,902	$0.00	642,902	$0.06
Class A Common Stock	Class B Common Stock	Acquisiton	2019-12-06	642,902	$0.00	642,902	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-12-06	340,987	$0.00	340,987	$0.00
Class B Common Stock	Employee Stock Option (Right to Buy)	Disposition	2019-12-09	142,868	$0.00	142,868	$0.06
Class A Common Stock	Class B Common Stock	Acquisiton	2019-12-09	142,868	$0.00	142,868	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-12-09	75,775	$0.00	75,775	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-12-09	670,923	$0.00	670,923	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2019-12-09	670,923	$0.00	670,923	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
769,376	2021-09-27	No	4	M	Direct
944,817		No	4	M	Direct
603,830		No	4	C	Direct
626,508	2021-09-27	No	4	M	Direct
746,698		No	4	M	Direct
670,923		No	4	C	Direct
0		No	5	G	Direct
14,389,518		No	5	G	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			900,000	900,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	900,000	900,000	Indirect

Footnotes

The option exercises and sale transactions reported in this Form 4 were effected by the reporting person in order to permissively mitigate the potential adverse tax consequences of Section 280G of the Internal Revenue Code of 1986,as amended, in connection with the pending acquisition of the Issuer by Google LLC.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.715 to $6.82 per share, 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.69 to $6.74 per share, 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The option is fully vested and exercisable.
Each 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.