CUSIP No. | 33812L102 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
SCAL EDWARD M. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
5,350,185 (1)(2) | |||||
6 | SHARED VOTING POWER | ||||
150,000 (1)(3) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
5,350,185 (1)(2) | |||||
8 | SHARED DISPOSITIVE POWER | ||||
150,000 (1)(3) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
5,500,185 (1)(2)(3) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
3.0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
N/A | |||||
FOOTNOTES | |||||
(1) Each share of Class B Common Stock is convertible at any time at the election of the holder into one share of Class A Common Stock.
(2) Consists of (i) 2,500 shares of Class A common stock held by Mr. Scal, (ii) 3,132,670 shares of Class B common stock held by Mr. Scal, (iii) 77,516 shares of Class B common stock held by the Red Mesa Trust, (iv) 72,484 shares of Class B common stock held by the Red Mesa 2 Trust, and (v) 2,065,015 shares of Class B common stock subject to options held by Mr. Scal that are exercisable within 60 days of December 31, 2016. (3) Consists of (i) 77,516 shares of Class B common stock held by the Black Mesa Trust, and (ii) 72,484 shares of Class B common stock held by the Black Mesa 2 Trust. |
(a) | Name
of Issuer |
FITBIT, INC. |
(b) | Address
of Issuer’s Principal Executive Offices |
405 Howard Street
San Francisco, CA 94105 |
(a) | Name
of Person Filing |
SCAL EDWARD M. |
(b) | Address
of Principal Business Office or, if none, Residence |
c/o Fitbit, Inc.
405 Howard Street San Francisco, CA 94105 |
(c) | Citizenship |
USA |
(d) | Title
of Class of Securities |
Class A Common Stock, $0.0001 par value per share |
(e) | CUSIP
Number |
33812L102 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
5,500,185 |
(b) |
Percent of class: 3.0% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
5,350,185 |
(ii) |
Shared power to vote or to direct the vote:
150,000 |
(iii) |
Sole power to dispose or to direct the disposition of:
5,350,185 |
(iv) |
Shared power to dispose or to direct the disposition of:
150,000 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
Not applicable. |
Date:
February 10, 2017 | By:
| /s/ Edward Scal | |
Name: Edward Scal | |||
Footnotes: | Item 4(a): Each share of Class B Common Stock is convertible at any time at the election of the holder into one share of Class A Common Stock.
Item 4(c)(i) and 4(c)(iii): Consists of (i) 2,500 shares of Class A common stock held by Mr. Scal, (ii) 3,132,670 shares of Class B common stock held by Mr. Scal, (iii) 77,516 shares of Class B common stock held by the Red Mesa Trust, (iv) 72,484 shares of Class B common stock held by the Red Mesa 2 Trust, and (v) 2,065,015 shares of Class B common stock subject to options held by Mr. Scal that are exercisable within 60 days of December 31, 2016. Item 4(c)(ii) and 4(c)(iv): Consists of (i) 77,516 shares of Class B common stock held by the Black Mesa Trust, and (ii) 72,484 shares of Class B common stock held by the Black Mesa 2 Trust. |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |