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4//SEC Filing

Flanagan Glenda J 4

Accession 0000899243-21-002020

CIK 0001447599other

Filed

Jan 13, 7:00 PM ET

Accepted

Jan 14, 4:01 PM ET

Size

8.6 KB

Accession

0000899243-21-002020

Insider Transaction Report

Form 4
Period: 2021-01-14
Transactions
  • Disposition to Issuer

    Class A Common Stock

    2021-01-14125,9180 total
  • Disposition to Issuer

    Restricted Stock Units

    2021-01-1423,8100 total
    Exercise: $0.00Class A Common Stock (23,810 underlying)
Footnotes (4)
  • [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 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]The RSUs vest on the earliest of (i) the date of the 2021 annual meeting of stockholders (if the Reporting Person does not stand for re-election or is not re-elected at such meeting but provides continuous service to the Board until the date of such meeting), (ii) May 21, 2021, or immediately prior to the consummation of a change of control event.
  • [F4]Pursuant to the Merger Agreement, each RSU held by the Reporting Person (whether vested or unvested) was 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 aggregate number of shares underlying the RSU.

Issuer

FITBIT, INC.

CIK 0001447599

Entity typeother

Related Parties

1
  • filerCIK 0001201245

Filing Metadata

Form type
4
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 4:01 PM ET
Size
8.6 KB