FIT Fitbit Inc

o	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

x	Soliciting Material under § 240.14a-12

x	No fee required.

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¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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•	Option exchange programs are governed by Securities and Exchange Commission and New York Stock Exchange regulations. Details of the proposed exchange program are outlined in our definitive proxy statement, which can be found at  [link] .

•	With stockholder approval, we anticipate that the exchange program will commence in June 2017.

•	Once a date is set to begin the exchange, eligible employees will receive detailed information. So don’t worry - you will be provided with everything you need to know to make a decision that’s right for you. Once the exchange begins, you will have 20 business days to decide whether to participate.

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Which options are eligible for exchange?  Only those stock options that are outstanding and unexercised as of immediately prior to our commencement of the tender offer (the “Exchange Offer”) and that are “underwater” because they have an exercise price that is greater than the fair market value of the Class A common stock and Class B common stock on the exchange date, which is currently expected to be the first business date after the expiration of the Exchange Offer.

•	Is anyone excluded from participating? Our President, Chief Executive Officer, and Chairman, Chief Technology Officer, and Chief Financial Officer (James Park, Eric Friedman and Bill Zerella) - as well as our board members, are not allowed to participate in the exchange program. Former employees who still hold options also are excluded.

•	Eligible employees participating in the stock option exchange program will receive one new restricted stock unit, or RSU, for every two shares subject to a surrendered stock option.

•	Vesting of the RSUs will be determined based on the vesting of the stock options exchanged. The new RSUs will generally vest over the remaining vesting period of the surrendered stock option (subject to a one-year minimum vesting period), subject to the eligible employee’s continued service with us over the remaining vesting period.

•	Outside of the United States, an option exchange may be subject to local regulations that will result in differences in how the exchange is executed. Whenever possible, we will follow the same approach in all countries. Eligible employees outside the United States will receive information about their local plan at the appropriate time.

•	If you have questions, please email [ ].

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•	we commenced the program on June 1, 2017;

•	the price of our Class A common stock was $5.00 per share on June 1, 2017; and

•	during the 20 business days following June 1, 2017, the price of our Class A common stock fell such that it was $4.25 per share on the Exchange Date (assumed here to be June 30, 2017).