X0206 3 2018-06-15 0 0001447599 FITBIT INC FIT 0001228622 KISLING RONALD W C/O FITBIT 199 FREMONT STREET, 14TH FLOOR SAN FRANCISCO CA 94105 1 Chief Financial Officer Class A Common Stock 47009 D Employee Stock Option (Right to Buy) 3.6333 2024-08-26 Class B Common Stock 433689 D Restricted Stock Units 0 Class A Common Stock 2250 D Restricted Stock Units 0 Class A Common Stock 15000 D Restricted Stock Units 0 Class A Common Stock 16667 D Restricted Stock Units 0 Class A Common Stock 3818 D Restricted Stock Units 0 Class A Common Stock 43000 D Restricted Stock Units 0 Class A Common Stock 15000 D The option vested as to 1/4th of the total number of shares on August 22, 2015, and thereafter vested and shall continue to vest as to 1/48th of the total number of shares in equal monthly installments. 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. 1/4 of the RSUs vested on March 15, 2017, and the remainder will vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing service of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting. 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. 1/4th of the RSUs vested on September 15, 2017, and thereafter vested and shall continue to vest in equal semi-annual installments beginning on March 15, 2018, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting. 1/12th of the RSUs vested on August 15, 2017, and the remainder shall vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing service of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting. 1/11th of the RSUs vested on October 15, 2017, and the remainder shall vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing service of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting. 1/12 of the RSUs vested on June 15, 2018, and the remainder will vest on each quarterly anniversary 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. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting. 1/12th of the RSUs shall vest on July 15, 2018, and the remainder shall vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing service of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting. /s/ Juliana Chen, attorney-in-fact 2018-06-19