0001140361-15-024682.txt : 20150617 0001140361-15-024682.hdr.sgml : 20150617 20150617211820 ACCESSION NUMBER: 0001140361-15-024682 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150617 FILED AS OF DATE: 20150617 DATE AS OF CHANGE: 20150617 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FITBIT INC CENTRAL INDEX KEY: 0001447599 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 208920744 BUSINESS ADDRESS: STREET 1: 405 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-513-1000 MAIL ADDRESS: STREET 1: 405 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MISSAN ANDY CENTRAL INDEX KEY: 0001645079 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37444 FILM NUMBER: 15938534 MAIL ADDRESS: STREET 1: C/O FITBIT, INC. STREET 2: 405 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 3 1 doc1.xml FORM 3 X0206 3 2015-06-17 0 0001447599 FITBIT INC FIT 0001645079 MISSAN ANDY C/O FITBIT, INC. 405 HOWARD STREET SAN FRANCISCO CA 94105 0 1 0 0 VP, GC, & SECRETARY Employee Stock Option (Right to Buy) .2767 2023-03-26 Class B Common Stock 602034 D Employee Stock Option (Right to Buy) 1.27 2023-11-20 Class B Common Stock 132966 D Employee Stock Option (Right to Buy) 7.3733 2025-02-26 Class B Common Stock 149999 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 March 26, 2014, 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 1/36th of the total numbers in equal monthly installments commencing on April 26, 2017. Exhibit List - Exhibit 24 - Power of Attorney /s/ Juliana Chen, attorney-in-fact 2015-06-17 EX-24 2 poa_missan.htm Unassociated Document
POWER OF ATTORNEY
 
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Ronald Kisling, Juliana Chen, and Audrey Fernandez-Elliot his true and lawful attorney-in-fact to:
 
(1)            execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Fitbit, Inc. (“Company”), any and all Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules thereunder with respect to transactions in securities of Fitbit, Inc.;
 
(2)            do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 report and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)            take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 11th day of June, 2015.

 
/s/ Andy Missan