Filing Details
- Accession Number:
- 0001127602-20-032599
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-12-30 17:10:52
- Reporting Period:
- 2020-12-28
- Accepted Time:
- 2020-12-30 17:10:52
- 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 |
|---|---|---|---|---|---|---|---|
| 1645086 | N. Eric Friedman | C/O Fitbit Inc. 199 Fremont Street, 14Th Floor San Francisco CA 94105 | Cto | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2020-12-28 | 272,832 | $0.00 | 394,686 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2020-12-28 | 272,832 | $6.81 | 121,854 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2020-12-28 | 633,586 | $0.00 | 633,586 | $0.06 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2020-12-28 | 633,586 | $0.00 | 633,586 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2020-12-28 | 272,832 | $0.00 | 272,832 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 801,594 | 2021-09-27 | No | 4 | M | Direct | |
| 8,909,730 | No | 4 | M | Direct | ||
| 8,636,898 | No | 4 | C | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 1,418,619 | 1,418,619 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 1,444,569 | 1,444,569 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 736,812 | 736,812 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 1,601,941 | 1,601,941 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 1,418,619 | 1,418,619 | Indirect | |
| 1,444,569 | 1,444,569 | Indirect | |
| 736,812 | 736,812 | Indirect | |
| 1,601,941 | 1,601,941 | Indirect |
Footnotes
- This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.78 to $6.85 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 exercise transaction reported in this Form 4 was 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 option is fully vested and exercisable.
- The Reporting Person is the manager of the LLC and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. 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.
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