4//SEC Filing
FRIEDMAN ERIC N. 4
Accession 0001127602-20-032599
CIK 0001447599other
Filed
Dec 29, 7:00 PM ET
Accepted
Dec 30, 5:10 PM ET
Size
19.8 KB
Accession
0001127602-20-032599
Insider Transaction Report
Form 4
FITBIT, INC.FIT
FRIEDMAN ERIC N.
DirectorCTO10% Owner
Transactions
- Sale
Class A Common Stock
2020-12-28$6.81/sh−272,832$1,858,013→ 121,854 total - Exercise/Conversion
Employee Stock Option (Right to Buy)
2020-12-28−633,586→ 801,594 totalExercise: $0.06Exp: 2021-09-27→ Class B Common Stock (633,586 underlying) - Conversion
Class A Common Stock
2020-12-28+272,832→ 394,686 total - Exercise/Conversion
Class B Common Stock
2020-12-28+633,586→ 8,909,730 total→ Class A Common Stock (633,586 underlying) - Conversion
Class B Common Stock
2020-12-28−272,832→ 8,636,898 total→ Class A Common Stock (272,832 underlying)
Holdings
- 1,444,569(indirect: By GRAT 10)
Class B Common Stock
→ Class A Common Stock (1,444,569 underlying) - 1,601,941(indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (1,601,941 underlying) - 736,812(indirect: By GRAT 11)
Class B Common Stock
→ Class A Common Stock (736,812 underlying) - 1,418,619(indirect: By GRAT 9)
Class B Common Stock
→ Class A Common Stock (1,418,619 underlying)
Footnotes (6)
- [F1]This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- [F2]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.
- [F3]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.78 to $6.85 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security 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.
- [F4]The option exercise transaction reported in this Form 4 was effected by the reporting person in order to permissively mitigate the potential adverse tax consequences of Section 280G of the Internal Revenue Code of 1986,as amended, in connection with the pending acquisition of the Issuer by Google LLC.
- [F5]The option is fully vested and exercisable.
- [F6]The Reporting Person is the manager of the LLC and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Documents
Issuer
FITBIT, INC.
CIK 0001447599
Entity typeother
Related Parties
1- filerCIK 0001645086
Filing Metadata
- Form type
- 4
- Filed
- Dec 29, 7:00 PM ET
- Accepted
- Dec 30, 5:10 PM ET
- Size
- 19.8 KB