0000899243-21-002031.txt : 20210114
0000899243-21-002031.hdr.sgml : 20210114
20210114160939
ACCESSION NUMBER: 0000899243-21-002031
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: MURRAY STEVEN JOSEPH
CENTRAL INDEX KEY: 0001645372
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37444
FILM NUMBER: 21528824
MAIL ADDRESS:
STREET 1: C/O SOFTBANK CAPITAL
STREET 2: 38 GLEN AVENUE
CITY: NEWTON
STATE: MA
ZIP: 02459
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
0001645372
MURRAY STEVEN JOSEPH
C/O FITBIT, INC.
199 FREMONT STREET, 14TH FLOOR
SAN FRANCISCO
CA
94105
1
0
0
0
Class A Common Stock
2021-01-14
4
D
0
107607
D
0
D
Restricted Stock Units
0.00
2021-01-14
4
D
0
23810
D
Class A Common Stock
23810
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 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.
The RSUs vest on the earliest of (i) the date of the 2021 annual meeting of stockholders (if the Reporting Person does not stand for re-election or is not re-elected at such meeting but provides continuous service to the Board until the date of such meeting), (ii) May 21, 2021, or (iii) immediately prior to the consummation of a change of control event.
Pursuant to the Merger Agreement, each RSU held by the Reporting Person (whether vested or unvested) was 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 aggregate number of shares underlying the RSU.
/s/ Andy Missan, attorney-in-fact
2021-01-14