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

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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^*

Clavier Jean-Francois

(Last)

(First)

(Middle)

C/O SOFTTECH VC

530 LYTTON AVE., 2ND FLOOR

(Street)

PALO ALTO

94301

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2015

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

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

	Form filed by One Reporting Person
X	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	06/23/2015		C		37,500	A	$0.00	37,500	I	By SoftTech VC II, L.P⁽³⁾
Class A Common Stock	06/23/2015		S		37,500	D	$18.8	0	I	By SoftTech VC II, L.P⁽³⁾
Class A Common Stock	06/23/2015		C		112,500	A	$0.00	112,500	I	By SoftTech VC III, L.P⁽⁴⁾
Class A Common Stock	06/23/2015		S		112,500	D	$18.8	0	I	By SoftTech VC III, L.P⁽⁴⁾

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)
Series A-1 Convertible Preferred Stock	⁽¹⁾	06/23/2015		C			1,363,956	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,363,956	$0.00	0	I	By SoftTech VC II, L.P.⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	06/23/2015		C		1,363,956		⁽²⁾	⁽²⁾	Class A Common Stock	1,363,956	$0.00	1,363,956	I	By SoftTech VC II, L.P.⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	06/23/2015		C			387,936	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	387,936	$0.00	0	I	By SoftTech VC II, L.P.⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	06/23/2015		C		387,936		⁽²⁾	⁽²⁾	Class A Common Stock	387,936	$0.00	1,751,892	I	By SoftTech VC II, L.P.⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	06/23/2015		C			644,328	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	644,328	$0.00	0	I	By SoftTech VC II, L.P.⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	06/23/2015		C		644,328		⁽²⁾	⁽²⁾	Class A Common Stock	644,328	$0.00	2,396,220	I	By SoftTech VC II, L.P.⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	06/23/2015		C			37,500	⁽²⁾	⁽²⁾	Class A Common Stock	37,500	$0.00	2,358,720	I	By SoftTech VC II, L.P.⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	06/23/2015		C			1,251,156	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,251,156	$0.00	0	I	By SoftTech VC III, L.P.⁽⁴⁾
Class B Common Stock⁽²⁾	⁽²⁾	06/23/2015		C		1,251,156		⁽²⁾	⁽²⁾	Class A Common Stock	1,251,156	$0.00	1,251,156	I	By SoftTech VC III, L.P.⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	06/23/2015		C			2,552,712	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	2,552,712	$0.00	0	I	By SoftTech VC III, L.P.⁽⁴⁾
Class B Common Stock⁽²⁾	⁽²⁾	06/23/2015		C		2,552,712		⁽²⁾	⁽²⁾	Class A Common Stock	2,552,712	$0.00	3,803,868	I	By SoftTech VC III, L.P.⁽⁴⁾
Class B Common Stock⁽²⁾	⁽²⁾	06/23/2015		C			112,500	⁽²⁾	⁽²⁾	Class A Common Stock	112,500	$0.00	3,691,368	I	By SoftTech VC III, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

Clavier Jean-Francois

(Last)

(First)

(Middle)

C/O SOFTTECH VC

530 LYTTON AVE., 2ND FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SoftTech VC II LP

(Last)

(First)

(Middle)

530 LYTTON AVE., 2ND FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SoftTech VC II, L.L.C.

(Last)

(First)

(Middle)

530 LYTTON AVE., 2ND FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SoftTech VC III, L.P.

(Last)

(First)

(Middle)

530 LYTTON AVE., 2ND FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SoftTech VC III, L.L.C.

(Last)

(First)

(Middle)

530 LYTTON AVE., 2ND FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Convertible Preferred Stock automatically converted into Class B Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering and has no expiration date.

2. 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.

3. Shares are held directly by SoftTech VC II, L.P. SoftTech VC II, L.L.C. is the general partner of SoftTech II, L.P. Jean-Francois Clavier is the managing member of SoftTech II, L.L.C. and has sole voting and dispositive power over the shares held by SoftTech II, L.P.

4. Shares are held directly by SoftTech VC III, L.P. SoftTech VC III, L.L.C. is the general partner of SoftTech III, L.P. Jean-Francois Clavier is the managing member of SoftTech III, L.L.C. and has sole voting and dispositive power over the shares held by SoftTech III, L.P.

	/s/ Jean-Francois Clavier	06/23/2015
	SoftTech VC II, L.L.C./s/ Jean-Francois Clavier as Managing Member	06/23/2015
	SoftTech VC II, L.P./s/ Jean-Francois Clavier as Managing Member of SoftTech VC II, L.L.C., its general partner	06/23/2015
	SoftTech VC III, L.L.C./s/ Jean-Francois Clavier as Managing Member	06/23/2015
	SoftTech VC III, L.P./s/ Jean-Francois Clavier as Managing Member of SoftTech VC III, L.L.C., its general partner	06/23/2015
	** 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).
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