0001209191-16-148668.txt : 20161107 0001209191-16-148668.hdr.sgml : 20161107 20161107165901 ACCESSION NUMBER: 0001209191-16-148668 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161103 FILED AS OF DATE: 20161107 DATE AS OF CHANGE: 20161107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FITBIT INC CENTRAL INDEX KEY: 0001447599 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 208920744 FISCAL YEAR END: 1231 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: 161978834 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 2016-11-03 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 2016-11-03 4 C 0 2000005 0.00 A 2000005 I By True Ventures II, L.P. Class A Common Stock 2016-11-03 4 J 0 2000005 0.00 D 0 I By True Ventures II, L.P. Class A Common Stock 2016-11-03 4 J 0 120526 0.00 A 938811 I See footnote Class A Common Stock 13671 I By True Venture Management, L.L.C. Class B Common Stock 2016-11-03 4 C 0 2000005 D Class A Common Stock 2000005 16297084 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. Represents a pro-rata, in-kind distribution by True Ventures II, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Shares held directly by a family trust controlled by Jon Callaghan. Shares are held directly by True Venture Management, L.L.C., which is controlled by Jon Callaghan and Philip D. Black. /s/ James G. Stewart, attorney-in-fact, for Jon Callaghan 2016-11-04