Sec Form 4 Filing - KISLING RONALD W @ FITBIT, INC. - 2020-03-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
KISLING RONALD W
2. Issuer Name and Ticker or Trading Symbol
FITBIT, INC. [ FIT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O FITBIT, 199 FREMONT STREET, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2020
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 03/15/2020 M 281 A $ 0 ( 1 ) 160,396 D
Class A Common Stock 03/15/2020 M 3,584 A $ 0 ( 1 ) 163,980 D
Class A Common Stock 03/15/2020 M 9,000 A $ 0 ( 1 ) 172,980 D
Class A Common Stock 03/15/2020 M 18,933 A $ 0 ( 1 ) 191,913 D
Class A Common Stock 03/15/2020 F 11,026 D $ 6.39 180,887 D
Class A Common Stock 03/16/2020 C( 2 ) 100,000 A $ 0 ( 3 ) 280,887 D
Class A Common Stock 03/16/2020 S( 2 ) 200,000 D $ 6.1746 ( 4 ) 80,887 D
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
Restricted Stock Units $ 0 ( 1 ) 03/15/2020 M 281 ( 5 ) ( 5 ) Class A Common Stock 281 $ 0 0 D
Restricted Stock Units $ 0 ( 1 ) 03/15/2020 M 3,584 ( 6 ) ( 6 ) Class A Common Stock 3,584 $ 0 14,333 D
Restricted Stock Units $ 0 ( 1 ) 03/15/2020 M 9,000 ( 7 ) ( 7 ) Class A Common Stock 9,000 $ 0 45,000 D
Restricted Stock Units $ 0 ( 1 ) 03/15/2020 M 18,933 ( 8 ) ( 8 ) Class A Common Stock 18,933 $ 0 151,467 D
Employee Stock Option (Right to Buy) $ 3.6333 03/16/2020 M( 2 ) 100,000 ( 9 ) 08/26/2024 Class B Common Stock 100,000 $ 0 333,689 D
Class B Common Stock ( 3 ) 03/16/2020 M( 2 ) 100,000 ( 3 ) ( 3 ) Class A Common Stock 100,000 $ 0 100,000 D
Class B Common Stock ( 3 ) 03/16/2020 C( 2 ) 100,000 ( 3 ) ( 3 ) Class A Common Stock 100,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KISLING RONALD W
C/O FITBIT
199 FREMONT STREET, 14TH FLOOR
SAN FRANCISCO, CA94105
Chief Financial Officer
Signatures
/s/ Andy Missan, attorney-in-fact 03/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A common stock upon settlement for no consideration.
( 2 )This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
( 3 )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.
( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.92 to $6.30 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, anysecurity holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5 )1/4 of the RSUs vested on March 15, 2017, and the remainder will vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing service of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.
( 6 )1/12th of the RSUs vested on June 15, 2018, and the remainder will vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.
( 7 )1/12th of the RSUs vested on September 15, 2018, and the remainder shall vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing service of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.
( 8 )1/12th of the RSUs vested on June 15, 2019, and the remainder will vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.
( 9 )The option vested as to 1/4th of the total number of shares on August 22, 2015, and thereafter vested as to 1/48th of the total number of shares in equal monthly installments.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.