0001209191-15-084840.txt : 20151211 0001209191-15-084840.hdr.sgml : 20151211 20151211205108 ACCESSION NUMBER: 0001209191-15-084840 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151209 FILED AS OF DATE: 20151211 DATE AS OF CHANGE: 20151211 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: 151284429 MAIL ADDRESS: STREET 1: C/O TRUE VENTURES STREET 2: 530 LYTTON AVE, STE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-09 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 2015-12-09 4 C 0 1077957 A 1077957 I By True Ventures II, L.P. Class A Common Stock 2015-12-09 4 S 0 1077957 28.13 D 0 I By True Ventures II, L.P. Class B Common Stock 2015-12-09 4 C 0 1077957 D Class A Common Stock 1077957 32871247 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. 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/ James G. Stewart, attorney-in-fact, for Jon Callaghan 2015-12-11 EX-24 2 attachment1.htm EX-24 DOCUMENT

AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND
AUTHORIZED SIGNATORY

Each of the undersigned entities and individuals (collectively, the "Reporting
Persons") hereby authorizes and designates True Venture Partners II, L.L.C. or
such other person or entity as is designated in writing by James G. Stewart (the
"Designated Filer") as the beneficial owner to prepare and file on behalf of
such Reporting Person individually, or jointly together with the other Reporting
Persons, any and all reports, notices, communications and other documents
(including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Form
13F, Schedule 13G, Form 13H, Form 3, Form 4 and Form 5) that such Reporting
Person may be required to file with the United States Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (together with the
implementing regulations thereto, the "Act"), the Securities Exchange Act of
1934, as amended (together with the implementing regulations thereto, the
"Exchange Act") or any other domestic or international state, federal or
national agency (collectively, the "Reports") with respect to the Reporting
Person's ownership of, or transactions in, securities of any entity whose
securities are beneficially owned (directly or indirectly) by such Reporting
Person (collectively, the "Companies").
Each Reporting Person hereby further authorizes and designates James G. Stewart
(the "Authorized Signatory") to execute and file on behalf of such Reporting
Person the Reports and to perform any and all other acts, which in the opinion
of the Designated Filer or Authorized Signatory may be necessary or incidental
to the performance of the foregoing powers herein granted.
The authority of the Designated Filer and the Authorized Signatory under this
document with respect to each Reporting Person shall continue until such
Reporting Person is no longer required to file any Reports with respect to the
Reporting Person's ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing.  Each Reporting Person
acknowledges that the Designated Filer and the Authorized Signatory are not
assuming any of the Reporting Person's responsibilities to comply with the Act
or the Exchange Act.


November 20, 2015	TRUE VENTURE PARTNERS II, L.L.C.,
	a Delaware Limited Liability Company


	By:	/s/ Philip D. Black
		Philip D. Black, Managing Member


November 20, 2015	TRUE VENTURES II, L.P.,
	a Delaware Limited Partnership

	By:	True Venture Partners II, L.L.C.,
		a Delaware Limited Liability Company,
		Its General Partner


	By:	s/ Philip D. Black
		Philip D. Black, Managing Member


November 20, 2015	TRUE VENTURES II-A, L.P.,
	a Delaware Limited Partnership

	By:	True Venture Partners II, L.L.C.,
		a Delaware Limited Liability Company,
		Its General Partner


	By:	s/ Philip D. Black
		Philip D. Black, Managing Member




November 20, 2015	By:	s/ Philip D. Black
		Philip D. Black



November 20, 2015	By:	/s/ Jon Callaghan
			Jon Callaghan