0001127602-20-032599.txt : 20201230
0001127602-20-032599.hdr.sgml : 20201230
20201230171052
ACCESSION NUMBER: 0001127602-20-032599
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201228
FILED AS OF DATE: 20201230
DATE AS OF CHANGE: 20201230
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: 201426568
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
form4.xml
PRIMARY DOCUMENT
X0306
4
2020-12-28
0001447599
FITBIT, INC.
FIT
0001645086
FRIEDMAN ERIC N.
C/O FITBIT INC.
199 FREMONT STREET, 14TH FLOOR
SAN FRANCISCO
CA
94105
1
1
1
CTO
Class A Common Stock
2020-12-28
4
C
0
272832
0
A
394686
D
Class A Common Stock
2020-12-28
4
S
0
272832
6.8101
D
121854
D
Employee Stock Option (Right to Buy)
.055
2020-12-28
4
M
0
633586
0
D
2021-09-27
Class B Common Stock
633586
801594
D
Class B Common Stock
2020-12-28
4
M
0
633586
0
A
Class A Common Stock
633586
8909730
D
Class B Common Stock
2020-12-28
4
C
0
272832
0
D
Class A Common Stock
272832
8636898
D
Class B Common Stock
Class A Common Stock
1418619
1418619
I
By GRAT 9
Class B Common Stock
Class A Common Stock
1444569
1444569
I
By GRAT 10
Class B Common Stock
Class A Common Stock
736812
736812
I
By GRAT 11
Class B Common Stock
Class A Common Stock
1601941
1601941
I
By LLC
This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.78 to $6.85 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The option exercise transaction reported in this Form 4 was effected by the reporting person in order to permissively mitigate the potential adverse tax consequences of Section 280G of the Internal Revenue Code of 1986,as amended, in connection with the pending acquisition of the Issuer by Google LLC.
The option is fully vested and exercisable.
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
2020-12-30