0000902664-16-005736.txt : 20160216 0000902664-16-005736.hdr.sgml : 20160215 20160216103041 ACCESSION NUMBER: 0000902664-16-005736 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FITBIT INC CENTRAL INDEX KEY: 0001447599 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 208920744 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88897 FILM NUMBER: 161424319 BUSINESS ADDRESS: STREET 1: 405 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-513-1000 MAIL ADDRESS: STREET 1: 405 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Ridge Capital, L.L.C. CENTRAL INDEX KEY: 0001062589 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212) 446-6210 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER COMPANY: FORMER CONFORMED NAME: BLUE RIDGE CAPITAL LLC DATE OF NAME CHANGE: 19990325 SC 13G/A 1 p16-0396sc13ga.htm BLUE RIDGE CAPITAL, L.L.C.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Fitbit, Inc.

(Name of Issuer)
 

Class A Common Stock

(Title of Class of Securities)
 

33812L102

(CUSIP Number)
 

December 31, 2015

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 33812L10213G/APage 2 of 10 Pages
 

 

1

NAMES OF REPORTING PERSONS

Blue Ridge Limited Partnership

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

684,900

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

684,900

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

684,900

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.11%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 33812L10213G/APage 3 of 10 Pages
 

 

 

1

NAMES OF REPORTING PERSONS

Blue Ridge Offshore Master Limited Partnership

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, BWI

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

350,100

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

350,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

350,100

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.57%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 33812L10213G/APage 4 of 10 Pages
 

 

 

1

NAMES OF REPORTING PERSONS

Blue Ridge Capital, L.L.C.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,035,000

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,035,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,035,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.68%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 33812L10213G/APage 5 of 10 Pages
 

  

1

NAMES OF REPORTING PERSONS

John A. Griffin

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,035,000

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,035,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,035,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.68%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 33812L10213G/APage 6 of 10 Pages
 

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Fitbit, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 405 Howard Street, San Francisco, California 94105.

 

Item 2(a). NAME OF PERSON FILING:

 

This statement is filed by:

 

  (i) Blue Ridge Limited Partnership, a New York limited partnership ("BRLP"), with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by it;
   
  (ii) Blue Ridge Offshore Master Limited Partnership, a Cayman Islands exempted limited partnership ("BROMLP"), with respect to the shares of Common Stock directly held by it;
   
  (iii) Blue Ridge Capital, L.L.C., a New York limited liability company ("BRC"), which serves as the Investment Manager to BRLP and BROMLP, with respect to the shares of Common Stock directly held by BRLP and BROMLP;
     
  (iv) John A. Griffin with respect to the shares of Common Stock directly held by BRLP and BROMLP.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the business office of each of Mr. Griffin, BRLP and BRC is 660 Madison Avenue, 20th Floor, New York, NY  10065-8405.  The address of the business office of BROMLP is P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

 

Item 2(c). CITIZENSHIP:
   
  BRLP is a limited partnership organized under the laws of the State of New York.  BROMLP is an exempted limited partnership organized under the laws of the Cayman Islands.  BRC is a limited liability company organized under the laws of the State of New York.  Mr. Griffin is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, $0.0001 par value (the "Common Stock")

 

 

CUSIP No. 33812L10213G/APage 7 of 10 Pages
 

 

 

Item 2(e). CUSIP NUMBER:
   
  33812L102

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
       
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

       
  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

       
  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

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

 

Item 4. OWNERSHIP.
   
  The percentages used herein are calculated based upon 61,600,000 shares of Class A Common Stock issued and outstanding.

 

  A. BRLP
      (a) Amount beneficially owned:  684,900
      (b) Percent of class: 1.11%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  684,900
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition of:  684,900

 

 

CUSIP No. 33812L10213G/APage 8 of 10 Pages
 

 

 

  B. BROMLP
      (a) Amount beneficially owned:  350,100
      (b) Percent of class:  0.57%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  350,100
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  350,100

 

  C. BRC
      (a) Amount beneficially owned:  1,035,000
      (b) Percent of class:  1.68%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  1,035,000
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  1,035,000

 

  D. John A. Griffin
      (a) Amount beneficially owned:  1,035,000
      (b) Percent of class:  1.68%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  1,035,000
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  1,035,000

 

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. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

 

CUSIP No. 33812L10213G/APage 9 of 10 Pages
 

 

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 33812L10213G/APage 10 of 10 Pages
 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 16, 2016

 

BLUE RIDGE LIMITED PARTNERSHIP  
   
By: Blue Ridge Capital, L.L.C., as its
Investment Manager		  
   
By: /s/ John A. Griffin    
Name: John A. Griffin  
Title: Managing Member  
   
BLUE RIDGE OFFSHORE MASTER LIMITED PARTNERSHIP  
   
By: Blue Ridge Capital, L.L.C.,
as its Investment Manager		  
   
By: /s/ John A. Griffin    
Name: John A. Griffin  
Title: Managing Member  
   
BLUE RIDGE CAPITAL, L.L.C.  
   
   
By: /s/ John A. Griffin    
Name: John A. Griffin  
Title: Managing Member  
   
   

JOHN A. GRIFFIN

 

  
/s/ John A. Griffin