X0206 3 2015-06-17 0 0001447599 FITBIT INC FIT 0001448561 True Venture Partners II, L.L.C. 530 LYTTON AVE., SUITE 303 PALO ALTO CA 94301 0 0 1 0 0001448560 True Ventures II-A, L.P. 530 LYTTON AVE, SUITE 303 PALO ALTO CA 94301 0 0 1 0 0001448559 True Ventures II, L.P. 530 LYTTON AVE, SUITE 303 PALO ALTO CA 94301 0 0 1 0 0001643739 Black Philip Douglas 530 LYTTON AVE., SUITE 303 PALO ALTO CA 94301 0 0 1 0 Series A-1 Convertible Preferred Stock Class B Common Stock 19095420 I By True Ventures II, L.P. Series B Convertible Preferred Stock Class B Common Stock 12123888 I By True Ventures II, L.P. Series C Convertible Preferred Stock Class B Common Stock 8968080 I By True Ventures II, L.P. Series D Convertible Preferred Stock Class B Common Stock 677904 I By True Ventures II, L.P. 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. 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. Shares held of record by True Ventures II, L.P., or TV II, a Delaware limited partnership, for itself and as nominee for True Ventures II-A, L.P., or TV II-A, a Delaware limited partnership. True Venture Partners II, L.L.C., or TVP II, a Delaware limited liability company, is the general partner of each of TV II and TV II-A. Jon Callaghan, a member of the Issuer's Board of Directors, and Philip Black are the managing members of TVP II and, therefore, may be deemed to share voting and dispositive power over the shares held by TV II and TV II-A. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's pecuniary interest in such securities). *This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with True Ventures and their associated managing members. /s/ Philip D. Black, as managing member of True Ventures II, L.L.C. 2015-06-17 /s/ Philip D. Black, as managing member of True Ventures II, L.L.C., the general partner of True Ventures II-A, L.P. 2015-06-17 /s/ Philip D. Black, as managing member of True Ventures II, L.L.C., the general partner of True Ventures II, L.P. 2015-06-17 /s/ Philip D. Black 2015-06-17