X0206 3 2015-06-17 0 0001447599 FITBIT INC FIT 0001294693 Benioff Marc THE LANDMARK @ ONE MARKET SUITE 300 SAN FRANCISCO CA 94105 0 0 1 0 Series A Convertible Preferred Stock 0 Class B Common Stock 2316960 D Series B Convertible Preferred Stock 0 Class B Common Stock 2316960 D Class B Common Stock 0 Class A Common Stock 677904 D The Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering and has no expiration date. (2) 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. Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-203941) under the Securities Act of 1933, as amended, 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. All shares are held of record by The Marc R. Benioff Revocable Trust U/A/D 12/3/2004. /s/ Marc R. Benioff 2015-06-17