0001209191-17-030537.txt : 20170508
0001209191-17-030537.hdr.sgml : 20170508
20170508140334
ACCESSION NUMBER: 0001209191-17-030537
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170504
FILED AS OF DATE: 20170508
DATE AS OF CHANGE: 20170508
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: 17821634
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
2017-05-04
0
0001447599
FITBIT INC
FIT
0001642681
CALLAGHAN JON
575 HIGH STREET, SUITE 400
PALO ALTO
CA
94301
1
0
0
0
Class A Common Stock
2017-05-04
4
C
0
3999972
0.00
A
3999972
I
By True Ventures II, L.P.
Class A Common Stock
2017-05-04
4
J
0
3999972
0.00
D
0
I
By True Ventures II, L.P.
Class A Common Stock
2017-05-04
4
J
0
241051
0.00
A
1586702
I
See footnote
Class A Common Stock
2017-05-04
4
J
0
2796
0.00
A
19291
I
By True Venture Management, L.L.C.
Class B Common Stock
2017-05-04
4
C
0
3999972
D
Class A Common Stock
3999972
4437109
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.
The 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).
/s/ James G. Stewart, attorney-in-fact, for Jon Callaghan
2017-05-08