SEC FORM 4

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

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^*

KISLING RONALD W

(Last)

(First)

(Middle)

C/O FITBIT

199 FREMONT STREET, 14TH FLOOR

(Street)

SAN FRANCISCO

94105

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/15/2020		M		281	A	$0⁽¹⁾	160,396	D
Class A Common Stock	03/15/2020		M		3,584	A	$0⁽¹⁾	163,980	D
Class A Common Stock	03/15/2020		M		9,000	A	$0⁽¹⁾	172,980	D
Class A Common Stock	03/15/2020		M		18,933	A	$0⁽¹⁾	191,913	D
Class A Common Stock	03/15/2020		F		11,026	D	$6.39	180,887	D
Class A Common Stock	03/16/2020		C⁽²⁾		100,000	A	$0⁽³⁾	280,887	D
Class A Common Stock	03/16/2020		S⁽²⁾		200,000	D	$6.1746⁽⁴⁾	80,887	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽¹⁾	03/15/2020		M			281	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	281	$0	0	D
Restricted Stock Units	$0⁽¹⁾	03/15/2020		M			3,584	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,584	$0	14,333	D
Restricted Stock Units	$0⁽¹⁾	03/15/2020		M			9,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	9,000	$0	45,000	D
Restricted Stock Units	$0⁽¹⁾	03/15/2020		M			18,933	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	18,933	$0	151,467	D
Employee Stock Option (Right to Buy)	$3.6333	03/16/2020		M⁽²⁾			100,000	⁽⁹⁾	08/26/2024	Class B Common Stock	100,000	$0	333,689	D
Class B Common Stock	⁽³⁾	03/16/2020		M⁽²⁾		100,000		⁽³⁾	⁽³⁾	Class A Common Stock	100,000	$0	100,000	D
Class B Common Stock	⁽³⁾	03/16/2020		C⁽²⁾			100,000	⁽³⁾	⁽³⁾	Class A Common Stock	100,000	$0	0	D

Explanation of Responses:

1. 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.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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	03/18/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.