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 *

PARK JAMES		 2. Issuer Name and Ticker or Trading Symbol

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

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
PRESIDENT, CEO, COB
(Last)          (First)          (Middle)

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

5/12/2020
(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 5/12/2020  S(1)  44310 D$6.5981 (2)0 D  
Class A Common Stock 5/12/2020  C  628433 A$0 628433 I By revocable trust 
Class A Common Stock 5/12/2020  S(1)  628433 D$6.5996 (3)0 I By revocable trust 
Class A Common Stock 5/13/2020  C  524183 A$0 524183 I By revocable trust 
Class A Common Stock 5/13/2020  S(1)  524183 D$6.5313 (4)0 I By revocable trust 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (5)5/8/2020  G   V   322471   (5) (5)Class A Common Stock 322471 $0 577529 I By grantor retained annuity trust 3 
Class B Common Stock  (5)5/8/2020  G   V 322471     (5) (5)Class A Common Stock 322471 $0 14644605 I By revocable trust 
Class B Common Stock  (5)5/12/2020  C     628433   (5) (5)Class A Common Stock 628433 $0 14016172 I By revocable trust 
Class B Common Stock  (5)5/13/2020  C     524183   (5) (5)Class A Common Stock 524183 $0 13491989 I By revocable trust 
Explanation of Responses:
(1) This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
(2) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.58 to $6.65 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.
(3) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.58 to $6.64 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.
(4) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.50 to $6.59 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.
(5) 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.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PARK JAMES
C/O FITBIT
199 FREMONT STREET, 14TH FLOOR
SAN FRANCISCO, CA 94105		XXPRESIDENT, CEO, COB
Signatures
/s/ Andy Missan, attorney-in-fact5/14/2020
**Signature of Reporting PersonDate
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