FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MISSAN ANDY
2. Issuer Name and Ticker or Trading Symbol

FITBIT INC [ FIT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, General Counsel, Sect.
(Last)          (First)          (Middle)

C/O FITBIT, INC., 199 FREMONT STREET, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2018
(Street)

SAN FRANCISCO, CA 94105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   6/15/2018     M    1138   A $0   141633   D    
Class A Common Stock   6/15/2018     M    10416   A $0   152049   D    
Class A Common Stock   6/15/2018     M    10416   A $0   162465   D    
Class A Common Stock   6/15/2018     M    7500   A $0   169965   D    
Class A Common Stock   6/15/2018     F    10206   D $7.42   159759   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   $0   (1) 6/15/2018     M         1138      (2)   (2) Class A Common Stock   1138   $0   7962   D    
Restricted Stock Units   $0   (1) 6/15/2018     M         10416      (3)   (3) Class A Common Stock   10416   $0   72917   D    
Restricted Stock Units   $0   (1) 6/15/2018     M         10416      (4)   (4) Class A Common Stock   10416   $0   72917   D    
Restricted Stock Units   $0   (1) 6/15/2018     M         7500      (5)   (5) Class A Common Stock   7500   $0   82500   D    

Explanation of Responses:
(1)  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.
(2)  1/4th of the total number of RSUs vested on March 15, 2017, and thereafter shall vest as to 1/16th of the total number of RSUs in equal quarterly installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.
(3)  1/12 of the RSUs vested on June 15, 2017, and the remainder shall vest on each quarterly anniversary thereafter in equal installments, until such time as the RSUs are 100% vested, subject to the continuing service of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.
(4)  1/12th of the total number of RSUs granted vested on August 4, 2017. An additional 1/12th of the total number of RSUs granted vested and shall continue to vest in equal quarterly installments beginning on September 15, 2017, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.
(5)  1/12 of the RSUs vested on June 15, 2018, and the remainder will vest on each quarterly anniversary 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. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MISSAN ANDY
C/O FITBIT, INC.
199 FREMONT STREET, 14TH FLOOR
SAN FRANCISCO, CA 94105


EVP, General Counsel, Sect.

Signatures
/s/ Juliana Chen, attorney-in-fact 6/19/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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