X0206 3 2015-06-17 0 0001447599 FITBIT INC FIT 0001645080 HARTMANN HANSGREGORY C. C/O FITBIT, INC. 405 HOWARD STREET SAN FRANCISCO CA 94105 0 1 0 0 COO Employee Stock Option (Right to Buy) .0458 2021-03-13 Class B Common Stock 2002080 D Employee Stock Option (Right to Buy) .0550 2022-02-22 Class B Common Stock 164412 D Employee Stock Option (Right to Buy) 3.6333 2024-08-06 Class B Common Stock 1200000 D 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. The option vested as to 1/4th of the total number of shares on February 16, 2012, and thereafter vested and shall continue to vest as to 1/48th of the total number of shares in equal monthly installments. The option vested as to 1/4th of the total number of shares on February 16, 2013, and thereafter vested and shall continue to vest as to 1/48th of the total number of shares in equal monthly installments. The option vested and shall continue to vest as to 1/48th of the total numbers in equal monthly installments commencing on March 16, 2015. Exhibit List - Exhibit 24 - Power of Attorney /s/ Juliana Chen, attorney-in-fact 2015-06-17