0000899243-21-002024.txt : 20210114 0000899243-21-002024.hdr.sgml : 20210114 20210114160434 ACCESSION NUMBER: 0000899243-21-002024 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: FRIEDMAN ERIC N. CENTRAL INDEX KEY: 0001645086 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37444 FILM NUMBER: 21528771 MAIL ADDRESS: STREET 1: C/O FITBIT, INC. STREET 2: 405 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 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 0001645086 FRIEDMAN ERIC N. C/O FITBIT, INC. 199 FREMONT STREET, 14TH FLOOR SAN FRANCISCO CA 94105 1 1 0 0 CTO Class A Common Stock 2021-01-14 4 D 0 121854 D 0 D Restricted Stock Units 0.00 2021-01-14 4 D 0 4117 D Class A Common Stock 4117 0 D Restricted Stock Units 0.00 2021-01-14 4 D 0 20625 D Class A Common Stock 20625 0 D Restricted Stock Units 0.00 2021-01-14 4 D 0 17400 D Class A Common Stock 17400 0 D Employee Stock Option (right to buy) 0.055 2021-01-14 4 D 0 801594 D 2021-09-27 Class B Common Stock 801594 0 D Employee Stock Option (right to buy) 3.6333 2021-01-14 4 D 0 3243048 D 2024-08-26 Class B Common Stock 3243048 0 D Employee Stock Option (right to buy) 13.93 2021-01-14 4 D 0 151700 D 2026-03-15 Class B Common Stock 151700 0 D Employee Stock Option (right to buy) 5.63 2021-01-14 4 D 0 400000 D 2027-08-04 Class A Common Stock 400000 0 D Performance Stock Units 0.00 2021-01-14 4 D 0 106157 D Class A Common Stock 106157 0 D Performance Stock Units 0.00 2021-01-14 4 D 0 156494 D Class A Common Stock 156494 0 D Performance Stock Units 0.00 2021-01-14 4 D 0 77369 D Class A Common Stock 77369 0 D Performance Stock Units 0.00 2021-01-14 4 D 0 97488 D Class A Common Stock 97488 0 D Class B Common Stock 2021-01-14 4 D 0 8636898 D Class A Common Stock 8636898 0 D Class B Common Stock 2021-01-14 4 D 0 1601941 D Class A Common Stock 1601941 0 I By LLC Class B Common Stock 2021-01-14 4 D 0 1418619 D Class A Common Stock 1418619 0 I By GRAT 9 Class B Common Stock 2021-01-14 4 D 0 1444569 D Class A Common Stock 1444569 0 I By GRAT 10 Class B Common Stock 2021-01-14 4 D 0 736812 D Class A Common Stock 736812 0 I By GRAT 11 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 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. 1/4th 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, to the extent vested, 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. The option exercise price is equal to or exceeds the Merger Consideration and therefore was automatically cancelled without consideration immediately prior to the Closing Date. The option vested as to 1/12th of the total number of shares on June 15, 2017, and thereafter vests as to 1/12th of the total number of shares in equal quarterly installments, subject to the continuing employment of the Reporting Person on each vesting date. Pursuant to the Merger Agreement, to the extent vested, 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. To the extent unvested, the option was converted on the Closing Date into a cash equivalent award valued based on the excess of the Merger Consideration over the option exercise price (the "Option Consideration"). The payment of the Option Consideration will be subject to (y) vesting in accordance with the vesting schedule applicable to the unvested portion of the option 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). Each performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Class A common stock upon settlement for no consideration. The PSUs were subject to (i) service-based vesting over 3 years with 1/12 vesting quarterly beginning June 15, 2018 and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $8 as determined under set guidelines. Pursuant to the Merger Agreement, however, the PSU will not be subject to any performance-based vesting requirements. See footnote 14 below. Pursuant to the Merger Agreement, the PSU will not be subject to any performance-based vesting requirements and shall be subject solely to the service-based vesting requirements applicable to the PSU as of immediately prior to the Closing Date. In addition, to the extent vested, the vested PSU 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 Merger Consideration. To the extent unvested, the unvested PSU was cancelled and converted on the Closing Date into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration multiplied by (ii) the total number of unvested shares subject to the PSU (the "PSU Consideration").(Continued in footnote 15) (Continued from footnote 14) The payment of the PSU Consideration will be subject to (y) vesting in accordance with the vesting schedule applicable to such unvested PSU 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). The PSUs were subject to (i) service-based vesting over 3 years with 1/12 vesting quarterly beginning June 15, 2018 and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $10 as determined under set guidelines. Pursuant to the Merger Agreement, however, the PSU will not be subject to any performance-based vesting requirements. See footnote 14 above. The PSUs were subject to (i) service-based vesting over 3 years with 1/12 vesting quarterly beginning June 15, 2019 and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $8 as determined under set guidelines. Pursuant to the Merger Agreement, however, the PSU will not be subject to any performance-based vesting requirements. See footnote 14 above. The PSUs were subject to (i) service-based vesting over 3 years with 1/12 vesting quarterly beginning June 15, 2019 and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $10 as determined under set guidelines. Pursuant to the Merger Agreement, however, the PSU will not be subject to any performance-based vesting requirements. See footnote 14 above. 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 Reporting Person is the manager of the LLC and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. /s/ Andy Missan, attorney-in-fact 2021-01-14