Sec Form 4 Filing - Foundry Venture Capital 2007, L.P. @ FITBIT INC - 2016-05-03

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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
Foundry Venture Capital 2007, L.P.
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)
1050 WALNUT STREET, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
05/03/2016
(Street)
BOULDER, CO80302
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 05/03/2016 J( 1 ) 6,622,980 D $ 0 12,591,328 I By Foundry Venture Capital 2007, L.P. ( 2 )
Class A Common Stock 05/03/2016 J( 3 ) 977,123 D $ 0 1,857,665 I By Foundry Group Select Fund, L.P. ( 4 )
Class A Common Stock 05/03/2016 J( 5 ) 1,483,548 A $ 0 1,483,548 D ( 6 )
Class A Common Stock 05/03/2016 J( 7 ) 1,415,960 D $ 0 67,588 D ( 6 )
Class A Common Stock 05/03/2016 S 67,588 ( 8 ) D $ 17.2699 ( 9 ) 0 ( 8 ) D ( 6 )
Class A Common Stock 05/03/2016 J( 7 ) 398,936 A $ 0 398,936 D ( 10 )
Class A Common Stock 05/03/2016 S 79,787 ( 8 ) D $ 17.2699 ( 9 ) 319,149 ( 8 ) D ( 10 )
Class A Common Stock 05/03/2016 J( 7 ) 302,126 A $ 0 307,126 D ( 11 )
Class A Common Stock 05/03/2016 S 175,425 ( 8 ) D $ 17.2699 ( 9 ) 131,701 ( 8 ) D ( 11 )
Class A Common Stock 05/03/2016 J( 7 ) 302,126 A $ 0 302,126 D ( 12 )
Class A Common Stock 05/03/2016 G 302,126 ( 13 ) D $ 0 0 D ( 12 )
Class A Common Stock 05/03/2016 G 302,126 A $ 0 359,892 I By Trust ( 14 )
Class A Common Stock 05/03/2016 S 135,956 D $ 17.2699 ( 9 ) 223,936 I By Trust ( 14 )
Class A Common Stock 05/03/2016 J( 7 ) 302,127 A $ 0 329,867 D ( 15 )
Class A Common Stock 05/03/2016 S 181,276 ( 8 ) D $ 17.2699 ( 9 ) 148,591 ( 8 ) D ( 15 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foundry Venture Capital 2007, L.P.
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Foundry Group Select Fund, L.P.
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Foundry Venture 2007, LLC
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Foundry Select Fund GP, LLC
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
FELD BRADLEY A
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Levine Seth
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
MCINTYRE RYAN A
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
MENDELSON JASON A
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Signatures
/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC, the General Partner of Foundry Venture Capital 2007, L.P. 05/05/2016
Signature of Reporting Person Date
/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC, the General Partner of Foundry Group Select Fund, L.P. 05/05/2016
Signature of Reporting Person Date
/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC 05/05/2016
Signature of Reporting Person Date
/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC 05/05/2016
Signature of Reporting Person Date
/s/ Brad Feld 05/05/2016
Signature of Reporting Person Date
/s/ Seth Levine 05/05/2016
Signature of Reporting Person Date
/s/ Ryan McIntyre 05/05/2016
Signature of Reporting Person Date
/s/ Jason Mendelson 05/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by Foundry Venture Capital 2007, L.P. ("Foundry 2007") without consideration to its limited partners and its general partner, Foundry Venture 2007, LLC ("Foundry 2007 GP").
( 2 )The shares are held by Foundry 2007. The general partner of Foundry 2007 is Foundry 2007 GP, which has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry 2007 GP and share voting and dispositive power over these shares. Each of Foundry 2007 GP, Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
( 3 )Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by Foundry Group Select Fund, L.P. ("Foundry Select") without consideration to its limited partners.
( 4 )The shares are held by Foundry Group Select Fund, L.P. The general partner of Foundry Group Select Fund, L.P. is Foundry Select Fund GP, LLC, which has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Select Fund GP, LLC and share voting and dispositive power over these shares. Each of Foundry Select Fund GP, LLC, Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
( 5 )Represents the receipt of Class A Common Stock by Foundry 2007 GP from Foundry 2007, as described in greater detail in footnote (1).
( 6 )The shares are held by Foundry 2007 GP, which serves as the general partner of Foundry 2007. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry 2007 GP and share voting and dispositive power over these shares. Each of Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
( 7 )Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by Foundry 2007 GP without consideration to its members
( 8 )Shares sold by the Reporting Person consist of shares received by such Reporting Person in the distribution described in greater detail in footnote (7). Any shares reported as beneficially owned by the Reporting Person following such sale represent the remainder of the shares received by such Reporting Person in the distribution.
( 9 )Represents the weighted average sales price for price increments ranging from $17.01 to $17.95. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
( 10 )The shares are held by Brad Feld.
( 11 )The shares are held by Seth Levine.
( 12 )The shares are held by Ryan McIntyre.
( 13 )Represents shares received by the Reporting Person in the distribution described in greater detail in footnote (7), which the Reporting Person gifted to a trust for the benefit of the Reporting Person's family members, of which the Reporting Person is a trustee. The shares reported as beneficially owned by the Reporting Person following the gift represent the remainder of the shares received by the Reporting Person in the distribution.
( 14 )Held by a revocable trust for the benefit of the family members of Ryan McIntyre, of which Mr. McIntyre is a trustee. Mr. McIntyre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
( 15 )The shares are held by Jason Mendelson.

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