4//SEC Filing
Devine Jeffrey P 4
Accession 0000899243-21-002015
CIK 0001447599other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 3:59 PM ET
Size
13.7 KB
Accession
0000899243-21-002015
Insider Transaction Report
Form 4
FITBIT, INC.FIT
Devine Jeffrey P
EVP of Operations
Transactions
- Disposition to Issuer
Restricted Stock Units
2021-01-14−87,750→ 0 totalExercise: $0.00→ Class A Common Stock (87,750 underlying) - Disposition to Issuer
Restricted Stock Units
2021-01-14−52,083→ 0 totalExercise: $0.00→ Class A Common Stock (52,083 underlying) - Disposition to Issuer
Class A Common Stock
2021-01-14−86,502→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-01-14−8,333→ 0 totalExercise: $0.00→ Class A Common Stock (8,333 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 1, 2019, by and among the Issuer, Google LLC ("Google"), and Magnoliophyta Inc. (the "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Google, effective January 14, 2021 (the "Closing Date"). Pursuant to the Merger Agreement, each share of the Issuer's Class A common stock and Class B common stock was exchanged for $7.35 in cash (the "Merger Consideration") on the Closing Date.
- [F2]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.
- [F3]1/12th of the RSUs vested on June 15, 2018, and the remainder vests quarterly 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.
- [F4]Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted on the Closing Date into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration multiplied by (b) the total number of unvested shares subject to the RSUs (the "RSU Consideration"). The payment of the RSU Consideration will be subject to (y) vesting in accordance with the vesting schedule applicable to such unvested RSUs immediately prior to the Closing Date, subject to the Reporting Person remaining employed by or otherwise in service to Google on each applicable vesting date, and (z) the terms and conditions of the Unvested Payment Plan (as such term is defined in the Merger Agreement).
- [F5]1/12th of the RSUs vested on June 15, 2019, and the remainder vests quarterly 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.
- [F6]1/12th of the RSUs vested on June 15, 2020, and the remainder vests quarterly 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.
Documents
Issuer
FITBIT, INC.
CIK 0001447599
Entity typeother
Related Parties
1- filerCIK 0001441478
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 3:59 PM ET
- Size
- 13.7 KB