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