FITBIT INC 4
4 · FITBIT INC · Filed Aug 5, 2016
Insider Transaction Report
Form 4
FITBIT INCFIT
Black Philip Douglas
10% Owner
Transactions
- Sale
Class A Common Stock
2016-08-04$15.62/sh−50,000$780,930→ 563,430 total(indirect: See footnote.)
Holdings
- 11,935(indirect: See footnote.)
Class A Common Stock
- 22,297,061(indirect: See footnote)
Class B Common Stock
→ Class A Common Stock (22,297,061 underlying) - 13,671(indirect: By True Venture Management, L.L.C.)
Class A Common Stock
Footnotes (6)
- [F1]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.60 to $15.65, 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F2]Shares are held directly by a family trust controlled by Philip D. Black.
- [F3]Shares are held directly by a limited liability company controlled by Philip D. Black.
- [F4]Shares are held directly by True Venture Management, L.L.C., which is controlled by Jon Callaghan and Philip D. Black.
- [F5]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.
- [F6]Shares held of record by True Ventures 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.