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