Sec Form 4 Filing - Foundry Venture Capital 2007, L.P. @ 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 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) 06/23/2015 (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

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 B Convertible Preferred Stock ( 1 ) 06/23/2015 C 25,023,084 ( 1 ) ( 1 ) Class B Common Stock 25,023,084 $ 0 0 I See Footnote ( 3 ) Class B Common Stock ( 2 ) 06/23/2015 C 25,023,084 ( 2 ) ( 2 ) Class A Common Stock 25,023,084 $ 0 25,023,084 I See Footnote ( 3 ) Series C Convertible Preferred Stock ( 1 ) 06/23/2015 C 20,925,528 ( 1 ) ( 1 ) Class B Common Stock 20,925,528 $ 0 0 I See Footnote ( 3 ) Class B Common Stock ( 2 ) 06/23/2015 C 20,925,528 ( 2 ) ( 2 ) Class A Common Stock 20,925,528 $ 0 45,948,612 I See Footnote ( 3 ) Series D Convertible Preferred Stock ( 1 ) 06/23/2015 C 6,779,040 ( 1 ) ( 1 ) Class B Common Stock 6,779,040 $ 0 0 I See Footnote ( 4 ) Class B Common Stock ( 2 ) 06/23/2015 C 6,779,040 ( 2 ) ( 2 ) Class A Common Stock 6,779,040 $ 0 6,779,040 I See Footnote ( 4 )

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 Foundry Venture Capital 2007, L.P., By: Foundry Venture 2007,LLC, Its: General Partner, Brad Feld, Managing Director 06/23/2015 Signature of Reporting Person Date Foundry Group Select Fund, L.P., By: Foundry Select Fund GP, LLC, Its: General Partner, Brad Feld, Managing Director 06/23/2015 Signature of Reporting Person Date Foundry Venture 2007, LLC, Brad Feld, Managing Director 06/23/2015 Signature of Reporting Person Date Foundry Select Fund GP, LLC, Brad Feld, Managing Director 06/23/2015 Signature of Reporting Person Date /s/ Brad Feld 06/23/2015 Signature of Reporting Person Date /s/ Seth Levine 06/23/2015 Signature of Reporting Person Date /s/ Ryan McIntyre 06/23/2015 Signature of Reporting Person Date /s/ Jason Mendelson 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 had 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 )The shares are held by Foundry Venture Capital 2007, L.P. The general partner of Foundry Venture Capital 2007, L.P. is Foundry Venture 2007, 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 Venture 2007, LLC and share voting and dispositive power over these shares. Each of Foundry Venture 2007, 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. ( 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.

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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