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