X0206 3 2015-06-17 0 0001447599 FITBIT INC FIT 0001645085 SCAL EDWARD M. C/O FITBIT, INC. 405 HOWARD STREET SAN FRANCISCO CA 94105 0 1 1 0 CHIEF REVENUE OFFICER Class B Common Stock Class A Common Stock 1408170 D Class B Common Stock Class A Common Stock 150000 I By grantor retained annuity trust Class B Common Stock Class A Common Stock 150000 I By spouse's grantor retained annuity trust Series A Convertible Preferred Stock Class B Common Stock 2502300 D Employee Stock Option (Right to Buy) 0.0458 2020-11-09 Class B Common Stock 891447 D Employee Stock Option (Right to Buy) 0.0550 2021-11-13 Class B Common Stock 212370 D Employee Stock Option (Right to Buy) .2767 2023-03-21 Class B Common Stock 561201 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 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. The option vested as to 1/4th of the total number of shares on October 19, 2011, 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 October 19, 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 January 1, 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 shall vest as to 1/48th of the total numbers in equal monthly installments commencing on November 19, 2015. Exhibit List - Exhibit 24 - Power of Attorney /s/ Juliana Chen, attorney-in-fact 2015-06-17