0000899243-21-002029.txt : 20210114
0000899243-21-002029.hdr.sgml : 20210114
20210114160800
ACCESSION NUMBER: 0000899243-21-002029
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: MISSAN ANDY
CENTRAL INDEX KEY: 0001645079
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37444
FILM NUMBER: 21528806
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
0001645079
MISSAN ANDY
C/O FITBIT, INC.
199 FREMONT STREET, 14TH FLOOR
SAN FRANCISCO
CA
94105
0
1
0
0
EVP, General Counsel, Sect.
Class A Common Stock
2021-01-14
4
D
0
162438
D
0
D
Restricted Stock Units
0.00
2021-01-14
4
D
0
7500
D
Class A Common Stock
7500
0
D
Restricted Stock Units
0.00
2021-01-14
4
D
0
48000
D
Class A Common Stock
48000
0
D
Restricted Stock Units
0.00
2021-01-14
4
D
0
7500
D
Class A Common Stock
7500
0
D
Restricted Stock Units
0.00
2021-01-14
4
D
0
109650
D
Class A Common Stock
109650
0
D
Employee Stock Option (right to buy)
0.2767
2021-01-14
4
D
0
109175
D
2023-03-27
Class B Common Stock
109175
0
D
Employee Stock Option (right to buy)
1.27
2021-01-14
4
D
0
91147
D
2023-11-27
Class B Common Stock
91147
0
D
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.
1/8th of the RSUs vested on February 1, 2020, and the remainder vests quarterly over the next seven (7) quarters 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 "Special Equity Award"); provided, however, that in the event the Reporting Person (a) does not receive an offer of employment from Google or (b) rejects an offer of employment from Google that does not comply with the requirements set forth in Sections 6.12(a)(i) and 6.12(a)(ii) of the Merger Agreement, then, in each case, subject to the execution of a release of claims, and such release becoming effective, all remaining unvested shares under the Special Equity Award will fully vest and become payable as of the Closing Date.
1/12th 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, 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.
/s/ Andy Missan
2021-01-14