SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Sapphire Ventures (GPE) I, L.L.C. (Last) (First) (Middle) 3408 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/17/2015	3. Issuer Name and Ticker or Trading Symbol FITBIT INC [ FIT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	6,779,040	(1)	I	By Sapphire Ventures Fund I, L.P.(3)

1. Name and Address of Reporting Person* Sapphire Ventures (GPE) I, L.L.C. (Last) (First) (Middle) 3408 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAP Ventures Fund I, L.P. (Last) (First) (Middle) 3408 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MARAKOVIC NINO NIKOLA (Last) (First) (Middle) C/O SAPPHIRE VENTURES 3408 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

3. Shares are held directly by Sapphire Ventures Fund I, L.P., formerly known as SAP Ventures Fund I, LP. Sapphire Ventures (GPE) I, L.L.C. is the general partner of Sapphire Ventures Fund I, L.P. Nino Marakovic as the managing member of Sapphire Ventures (GPE) I, L.L.C. may be deemed to have voting and dispositive power with respect to the shares held by Sapphire Ventures Fund I, L.P.

	Sapphire Ventures (GPE) I, L.L.C., /s/ Jayendra Das, as Managing Member	06/17/2015
	/s/ Sapphire Ventures Fund I, L.P. formerly known as SAP Ventures Fund I, L.P., Jayendra Das, as Managing Member of Sapphire Ventures (GPE) I, L.L.C., its general partner	06/17/2015
	/s/ Nino Nikola Marakovic	06/17/2015
	** Signature of Reporting Person	Date
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