0000899243-21-002028.txt : 20210114 0000899243-21-002028.hdr.sgml : 20210114 20210114160549 ACCESSION NUMBER: 0000899243-21-002028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210114 FILED AS OF DATE: 20210114 DATE AS OF CHANGE: 20210114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KISLING RONALD W CENTRAL INDEX KEY: 0001228622 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37444 FILM NUMBER: 21528784 MAIL ADDRESS: STREET 1: 2400 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 940651166 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FITBIT, INC. CENTRAL INDEX KEY: 0001447599 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 208920744 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 199 FREMONT STREET STREET 2: 14TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-513-1000 MAIL ADDRESS: STREET 1: 199 FREMONT STREET STREET 2: 14TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: FITBIT INC DATE OF NAME CHANGE: 20081009 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-01-14 1 0001447599 FITBIT, INC. FIT 0001228622 KISLING RONALD W C/O FITBIT, INC. 199 FREMONT STREET, 14TH FLOOR SAN FRANCISCO CA 94105 0 1 0 0 Chief Financial Officer Class A Common Stock 2021-01-14 4 D 0 171111 D 0 D Restricted Stock Units 0.00 2021-01-14 4 D 0 3583 D Class A Common Stock 3583 0 D Restricted Stock Units 0.00 2021-01-14 4 D 0 2500 D Class A Common Stock 2500 0 D Restricted Stock Units 0.00 2021-01-14 4 D 0 18000 D Class A Common Stock 18000 0 D Restricted Stock Units 0.00 2021-01-14 4 D 0 94667 D Class A Common Stock 94667 0 D Restricted Stock Units 0.00 2021-01-14 4 D 0 7500 D Class A Common Stock 7500 0 D Restricted Stock Units 0.00 2021-01-14 4 D 0 169725 D Class A Common Stock 169725 0 D Employee Stock Option (right to buy) 3.6333 2021-01-14 4 D 0 333689 D 2024-08-26 Class B Common Stock 333689 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 1, 2019, by and among the Issuer, Google LLC ("Google"), and Magnoliophyta Inc. (the "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Google, effective January 14, 2021 (the "Closing Date"). Pursuant to the Merger Agreement, each share of the Issuer's Class A common stock and Class B common stock was exchanged for $7.35 in cash (the "Merger Consideration") on the Closing Date. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration. 1/12th of the RSUs vested on June 15, 2018, and the remainder vests quarterly thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted on the Closing Date into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration multiplied by (b) the total number of unvested shares subject to the RSUs (the "RSU Consideration"). The payment of the RSU Consideration will be subject to (y) vesting in accordance with the vesting schedule applicable to such unvested RSUs immediately prior to the Closing Date, subject to the Reporting Person remaining employed by or otherwise in service to Google on each applicable vesting date, and (z) the terms and conditions of the Unvested Payment Plan (as such term is defined in the Merger Agreement). 1/12th of the RSUs vested on July 15, 2018, and the remainder vests quarterly thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. 1/12th of the RSUs vested on September 15, 2018, and the remainder vests quarterly thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. 1/12th of the RSUs vested on June 15, 2019, and the remainder vests quarterly thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. 1/8th of the RSUs vested on February 1, 2020, and the remainder vests quarterly over the next seven (7) quarters in equal installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date (the "Special Equity Award"); provided, however, that in the event the Reporting Holder (a) does not receive an offer of employment from Google or (b) rejects an offer of employment from Google that does not comply with the requirements set forth in Sections 6.12(a)(i) and 6.12(a)(ii) of the Merger Agreement, then, in each case, subject to the execution of a release of claims, and such release becoming effective, all remaining unvested shares under the Special Equity Award will fully vest and become payable as of the Closing Date. 1/12th of the RSUs vested on June 15, 2020, and the remainder vests quarterly thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. The option is fully vested and exercisable. Pursuant to the Merger Agreement, the option was cancelled and converted on the Closing Date into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option. /s/ Andy Missan, attorney-in-fact 2021-01-14