Sec Form 4 Filing - CALLAGHAN JON @ 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 CALLAGHAN JON 2. Issuer Name and Ticker or Trading Symbol FITBIT INC [ FIT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 530 LYTTON AVE., SUITE 303 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) __ 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 06/23/2015 C 3,133,707 A 3,133,707 I By True Ventures II, L.P. ( 2 ) Class A Common Stock 06/23/2015 S 3,133,707 D $ 18.8 0 I By True Ventures II, L.P. ( 2 )

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 ( 3 ) 06/23/2015 C 19,095,420 ( 3 ) ( 3 ) Class B Common Stock ( 2 ) 19,095,420 ( 3 ) 0 I By True Ventures II, L.P. ( 2 ) Class B Common Stock ( 1 ) 06/23/2015 C 19,095,420 ( 1 ) ( 1 ) Class A Common Stock 19,095,420 ( 1 ) 19,095,420 I By True Ventures II, L.P. ( 2 ) Series B Convertible Preferred Stock ( 3 ) 06/23/2015 C 12,123,888 ( 3 ) ( 3 ) Class B Common Stock ( 2 ) 12,123,888 ( 3 ) 0 I By True Ventures II, L.P. ( 2 ) Class B Common Stock ( 1 ) 06/23/2015 C 12,123,888 ( 1 ) ( 1 ) Class A Common Stock 12,123,888 ( 1 ) 31,219,308 I By True Ventures II, L.P. ( 2 ) Series C Convertible Preferred Stock ( 3 ) 06/23/2015 C 8,968,080 ( 3 ) ( 3 ) Class B Common Stock ( 2 ) 8,968,080 ( 3 ) 0 I By True Ventures II, L.P. ( 2 ) Class B Common Stock ( 1 ) 06/23/2015 C 8,968,080 ( 1 ) ( 1 ) Class A Common Stock 8,968,080 ( 1 ) 40,187,388 I By True Ventures II, L.P. ( 2 ) Series D Convertible Preferred Stock ( 3 ) 06/23/2015 C 677,904 ( 3 ) ( 3 ) Class B Common Stock ( 2 ) 677,904 ( 3 ) 0 I By True Ventures II, L.P. ( 2 ) Class B Common Stock ( 1 ) 06/23/2015 C 677,904 ( 1 ) ( 1 ) Class A Common Stock 677,904 ( 1 ) 40,865,292 I By True Ventures II, L.P. ( 2 ) Class B Common Stock ( 1 ) 06/23/2015 C 3,133,707 ( 1 ) ( 1 ) Class A Common Stock 3,133,707 ( 1 ) 37,731,585 I By True Ventures II, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CALLAGHAN JON 530 LYTTON AVE., SUITE 303 PALO ALTO, CA94301 X X Signatures /s/ Juliana Chen, Attorney-in-Fact 06/24/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Shares held of record by True Ventu res 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. ( 3 )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 had no expiration date.

Remarks: Each 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). *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with True Ventures and their associated managing members.

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.
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