SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Felicis Ventures II, L.P. (Last) (First) (Middle) 530 LYTTON AVENUE, SUITE 305 (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FITBIT INC [ FIT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/23/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	06/23/2015		C			764,280	(1)	(1)	Class B Common Stock	764,280	$0.00	0	I	See Footnote(3)
Class B Common Stock	(2)	06/23/2015		C		764,280		(2)	(2)	Class A Common Stock	764,280	$0.00	764,280	I	See Footnote(3)
Series C Convertible Preferred Stock	(1)	06/23/2015		C			2,989,356	(1)	(1)	Class B Common Stock	2,989,356	$0.00	0	I	See Footnote(3)
Class B Common Stock	(2)	06/23/2015		C		2,989,356		(2)	(2)	Class A Common Stock	2,989,356	$0.00	3,753,636	I	See Footnote(3)

1. Name and Address of Reporting Person* Felicis Ventures II, L.P. (Last) (First) (Middle) 530 LYTTON AVENUE, SUITE 305 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Felicis Ventures GP II, LLC (Last) (First) (Middle) 530 LYTTON AVENUE, SUITE 305 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Senkut Aydin (Last) (First) (Middle) 530 LYTTON AVENUE, SUITE 305 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Issuer's Convertible Preferred Stock automatically converted into Class B Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

2. Each share of Class B Common Stock is convertible at any time at the option of the holder 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.

3. The shares are held by Felicis Ventures II, L.P. The general partner of Felicis Ventures II, L.P. is Felicis Ventures GP II, LLC, which has voting and dispositive power over these shares. Aydin Senkut is the sole manager of Felicis Ventures GP II, LLC and has voting and dispositive power over these shares. Each of Felicis Ventures GP II, LLC and Mr. Senkut disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.

	Felicis Ventures II, L.P. By: Felicis Ventures GP II, LLC Its: General Partner Aydin Senkut, Manager	06/23/2015
	Felicis Ventures GP II, LLC Aydin Senkut, Manager	06/23/2015
	Aydin Senkut	06/23/2015
	** Signature of Reporting Person	Date
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