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