Sec Form 4 Filing - Clavier Jean-Francois @ FITBIT INC - 2015-06-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Clavier Jean-Francois 2. Issuer Name and Ticker or Trading Symbol FITBIT INC [ FIT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SOFTTECH VC, 530 LYTTON AVE., 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2015 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 06/23/2015 C 37,500 A $ 0 37,500 I By SoftTech VC II, L.P ( 3 ) Class A Common Stock 06/23/2015 S 37,500 D $ 18.8 0 I By SoftTech VC II, L.P ( 3 ) Class A Common Stock 06/23/2015 C 112,500 A $ 0 112,500 I By SoftTech VC III, L.P ( 4 ) Class A Common Stock 06/23/2015 S 112,500 D $ 18.8 0 I By SoftTech VC III, L.P ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A-1 Convertible Preferred Stock ( 1 ) 06/23/2015 C 1,363,956 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 1,363,956 $ 0 0 I By SoftTech VC II, L.P. ( 3 ) Class B Common Stock ( 2 ) ( 2 ) 06/23/2015 C 1,363,956 ( 2 ) ( 2 ) Class A Common Stock 1,363,956 $ 0 1,363,956 I By SoftTech VC II, L.P. ( 3 ) Series B Convertible Preferred Stock ( 1 ) 06/23/2015 C 387,936 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 387,936 $ 0 0 I By SoftTech VC II, L.P. ( 3 ) Class B Common Stock ( 2 ) ( 2 ) 06/23/2015 C 387,936 ( 2 ) ( 2 ) Class A Common Stock 387,936 $ 0 1,751,892 I By SoftTech VC II, L.P. ( 3 ) Series C Convertible Preferred Stock ( 1 ) 06/23/2015 C 644,328 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 644,328 $ 0 0 I By SoftTech VC II, L.P. ( 3 ) Class B Common Stock ( 2 ) ( 2 ) 06/23/2015 C 644,328 ( 2 ) ( 2 ) Class A Common Stock 644,328 $ 0 2,396,220 I By SoftTech VC II, L.P. ( 3 ) Class B Common Stock ( 2 ) ( 2 ) 06/23/2015 C 37,500 ( 2 ) ( 2 ) Class A Common Stock 37,500 $ 0 2,358,720 I By SoftTech VC II, L.P. ( 3 ) Series B Convertible Preferred Stock ( 1 ) 06/23/2015 C 1,251,156 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 1,251,156 $ 0 0 I By SoftTech VC III, L.P. ( 4 ) Class B Common Stock ( 2 ) ( 2 ) 06/23/2015 C 1,251,156 ( 2 ) ( 2 ) Class A Common Stock 1,251,156 $ 0 1,251,156 I By SoftTech VC III, L.P. ( 4 ) Series C Convertible Preferred Stock ( 1 ) 06/23/2015 C 2,552,712 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 2,552,712 $ 0 0 I By SoftTech VC III, L.P. ( 4 ) Class B Common Stock ( 2 ) ( 2 ) 06/23/2015 C 2,552,712 ( 2 ) ( 2 ) Class A Common Stock 2,552,712 $ 0 3,803,868 I By SoftTech VC III, L.P. ( 4 ) Class B Common Stock ( 2 ) ( 2 ) 06/23/2015 C 112,500 ( 2 ) ( 2 ) Class A Common Stock 112,500 $ 0 3,691,368 I By SoftTech VC III, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clavier Jean-Francois C/O SOFTTECH VC 530 LYTTON AVE., 2ND FLOOR PALO ALTO, CA94301 X SoftTech VC II LP 530 LYTTON AVE., 2ND FLOOR PALO ALTO, CA94301 X SoftTech VC II, L.L.C. 530 LYTTON AVE., 2ND FLOOR PALO ALTO, CA94301 X SoftTech VC III, L.P. 530 LYTTON AVE., 2ND FLOOR PALO ALTO, CA94301 X SoftTech VC III, L.L.C. 530 LYTTON AVE., 2ND FLOOR PALO ALTO, CA94301 X Signatures /s/ Jean-Francois Clavier 06/23/2015 Signature of Reporting Person Date SoftTech VC II, L.L.C./s/ Jean-Francois Clavier as Managing Member 06/23/2015 Signature of Reporting Person Date SoftTech VC II, L.P./s/ Jean-Francois Clavier as Managing Member of SoftTech VC II, L.L.C., its general partner 06/23/2015 Signature of Reporting Person Date SoftTech VC III, L.L.C./s/ Jean-Francois Clavier as Managing Member 06/23/2015 Signature of Reporting Person Date SoftTech VC III, L.P./s/ Jean-Francois Clavier as Managing Member of SoftTech VC III, L.L.C., its general partner 06/23/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 has no expiration date. ( 2 )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. ( 3 )Shares are held directly by SoftTech VC II, L.P. SoftTech VC II, L.L.C. is the general partner of SoftTech II, L.P. Jean-Francois Clavier is the managing member of SoftTech II, L.L.C. and has sole voting and dispositive power over the shares held by SoftTech II, L.P. ( 4 )Shares are held directly by SoftTech VC III, L.P. SoftTech VC III, L.L.C. is the general partner of SoftTech III, L.P. Jean-Francois Clavier is the managing member of SoftTech III, L.L.C. and has sole voting and dispositive power over the shares held by SoftTech III, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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