0001140361-15-025346.txt : 20150624 0001140361-15-025346.hdr.sgml : 20150624 20150624193708 ACCESSION NUMBER: 0001140361-15-025346 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150623 FILED AS OF DATE: 20150624 DATE AS OF CHANGE: 20150624 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: CALLAGHAN JON CENTRAL INDEX KEY: 0001642681 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37444 FILM NUMBER: 15950347 MAIL ADDRESS: STREET 1: C/O TRUE VENTURES STREET 2: 530 LYTTON AVE, STE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 doc1.xml FORM 4 X0306 4 2015-06-23 0 0001447599 FITBIT INC FIT 0001642681 CALLAGHAN JON 530 LYTTON AVE., SUITE 303 PALO ALTO CA 94301 1 0 1 0 Class A Common Stock 2015-06-23 4 C 0 3133707 A 3133707 I By True Ventures II, L.P. Class A Common Stock 2015-06-23 4 S 0 3133707 18.80 D 0 I By True Ventures II, L.P. Series A-1 Convertible Preferred Stock 2015-06-23 4 C 0 19095420 D Class B Common Stock 19095420 0 I By True Ventures II, L.P. Class B Common Stock 2015-06-23 4 C 0 19095420 A Class A Common Stock 19095420 19095420 I By True Ventures II, L.P. Series B Convertible Preferred Stock 2015-06-23 4 C 0 12123888 D Class B Common Stock 12123888 0 I By True Ventures II, L.P. Class B Common Stock 2015-06-23 4 C 0 12123888 A Class A Common Stock 12123888 31219308 I By True Ventures II, L.P. Series C Convertible Preferred Stock 2015-06-23 4 C 0 8968080 D Class B Common Stock 8968080 0 I By True Ventures II, L.P. Class B Common Stock 2015-06-23 4 C 0 8968080 A Class A Common Stock 8968080 40187388 I By True Ventures II, L.P. Series D Convertible Preferred Stock 2015-06-23 4 C 0 677904 D Class B Common Stock 677904 0 I By True Ventures II, L.P. Class B Common Stock 2015-06-23 4 C 0 677904 A Class A Common Stock 677904 40865292 I By True Ventures II, L.P. Class B Common Stock 2015-06-23 4 C 0 3133707 D Class A Common Stock 3133707 37731585 I By True Ventures II, L.P. 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. 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. The Convertible Preferred Stock automatically converted into Class B Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date. 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 4, but relating to the same transaction being filed by entities affiliated with True Ventures and their associated managing members. /s/ Juliana Chen, Attorney-in-Fact 2015-06-24