Bradley A Feld Form 3 FITBIT / JASON A MENDELSON ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Foundry Venture Capital 2007, L.P.

(Last) (First) (Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER CO 80302

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2015

3. Issuer Name and Ticker or Trading Symbol
FITBIT INC [ FIT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	25,023,084(1)	(1)	I	By Foundry Venture Capital 2007, L.P.(3)
Series C Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	20,925,528(1)	(1)	I	By Foundry Venture Capital 2007, L.P.(3)
Series D Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	6,779,040(1)	(1)	I	By Foundry Group Select Fund, L.P.(4)

1. Name and Address of Reporting Person^*

Foundry Venture Capital 2007, L.P.

(Last) (First) (Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER CO 80302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foundry Venture 2007, LLC

(Last) (First) (Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER CO 80302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foundry Group Select Fund, L.P.

(Last) (First) (Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER CO 80302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foundry Select Fund GP, LLC

(Last) (First) (Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER CO 80302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FELD BRADLEY A

(Last) (First) (Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER CO 80302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Levine Seth

(Last) (First) (Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER CO 80302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MCINTYRE RYAN A

(Last) (First) (Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER CO 80302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MENDELSON JASON A

(Last) (First) (Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER CO 80302

(City) (State) (Zip)

Explanation of Responses:

1. All series of the Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering and has no expiration date.

2. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person(s) into one share of Class A Common Stock and has no expiration date. Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-203941) under the Securities Act of 1933, as amended, 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.

3. The shares are held by Foundry Venture Capital 2007, L.P. The general partner of Foundry Venture Capital 2007, L.P. is Foundry Venture 2007, LLC and has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Venture 2007, LLC and share voting and dispositive power over these shares. Each of Foundry Venture 2007, LLC, Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.

4. The shares are held by Foundry Group Select Fund, L.P. The general partner of Foundry Group Select Fund, L.P. is Foundry Group Select Fund GP, LLC and has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Group Select Fund GP, LLC and share voting and dispositive power over these shares. Each of Foundry Group Select Fund GP, LLC, Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.

Remarks:

	/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC, its General Partner	06/17/2015
	/s/ Brad Feld, Managing Director	06/17/2015
	/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC, its General Partner	06/17/2015
	/s/ Brad Feld, Managing Director	06/17/2015
	/s/ Brad Feld	06/17/2015
	/s/ Seth Levine	06/17/2015
	/s/ Ryan McIntyre	06/17/2015
	/s/ Jason Mendelson	06/17/2015
	** Signature of Reporting Person	Date
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