0001127602-20-011312.txt : 20200318
0001127602-20-011312.hdr.sgml : 20200318
20200318184918
ACCESSION NUMBER: 0001127602-20-011312
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200315
FILED AS OF DATE: 20200318
DATE AS OF CHANGE: 20200318
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: 20725963
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
form4.xml
PRIMARY DOCUMENT
X0306
4
2020-03-15
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
2020-03-15
4
M
0
281
0
A
160396
D
Class A Common Stock
2020-03-15
4
M
0
3584
0
A
163980
D
Class A Common Stock
2020-03-15
4
M
0
9000
0
A
172980
D
Class A Common Stock
2020-03-15
4
M
0
18933
0
A
191913
D
Class A Common Stock
2020-03-15
4
F
0
11026
6.39
D
180887
D
Class A Common Stock
2020-03-16
4
C
0
100000
0
A
280887
D
Class A Common Stock
2020-03-16
4
S
0
200000
6.1746
D
80887
D
Restricted Stock Units
0
2020-03-15
4
M
0
281
0
D
Class A Common Stock
281
0
D
Restricted Stock Units
0
2020-03-15
4
M
0
3584
0
D
Class A Common Stock
3584
14333
D
Restricted Stock Units
0
2020-03-15
4
M
0
9000
0
D
Class A Common Stock
9000
45000
D
Restricted Stock Units
0
2020-03-15
4
M
0
18933
0
D
Class A Common Stock
18933
151467
D
Employee Stock Option (Right to Buy)
3.6333
2020-03-16
4
M
0
100000
0
D
2024-08-26
Class B Common Stock
100000
333689
D
Class B Common Stock
2020-03-16
4
M
0
100000
0
A
Class A Common Stock
100000
100000
D
Class B Common Stock
2020-03-16
4
C
0
100000
0
D
Class A Common Stock
100000
0
D
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.
This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.92 to $6.30 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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.
1/12th 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 vested on September 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.
1/12th of the RSUs vested on June 15, 2019, 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.
The option vested as to 1/4th of the total number of shares on August 22, 2015, and thereafter vested as to 1/48th of the total number of shares in equal monthly installments.
/s/ Andy Missan, attorney-in-fact
2020-03-18