Ryan A Mcintyre Form 4 FITBIT / JASON A MENDELSON ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	05/03/2016		J(1)		6,622,980	D	$0.00	12,591,328	I	By Foundry Venture Capital 2007, L.P.(2)
Class A Common Stock	05/03/2016		J(3)		977,123	D	$0.00	1,857,665	I	By Foundry Group Select Fund, L.P.(4)
Class A Common Stock	05/03/2016		J(5)		1,483,548	A	$0.00	1,483,548	D(6)
Class A Common Stock	05/03/2016		J(7)		1,415,960	D	$0.00	67,588	D(6)
Class A Common Stock	05/03/2016		S		67,588(8)	D	$17.2699(9)	0(8)	D(6)
Class A Common Stock	05/03/2016		J(7)		398,936	A	$0.00	398,936	D(10)
Class A Common Stock	05/03/2016		S		79,787(8)	D	$17.2699(9)	319,149(8)	D(10)
Class A Common Stock	05/03/2016		J(7)		302,126	A	$0.00	307,126	D(11)
Class A Common Stock	05/03/2016		S		175,425(8)	D	$17.2699(9)	131,701(8)	D(11)
Class A Common Stock	05/03/2016		J(7)		302,126	A	$0.00	302,126	D(12)
Class A Common Stock	05/03/2016		G		302,126(13)	D	$0.00	0	D(12)
Class A Common Stock	05/03/2016		G		302,126	A	$0.00	359,892	I	By Trust(14)
Class A Common Stock	05/03/2016		S		135,956	D	$17.2699(9)	223,936	I	By Trust(14)
Class A Common Stock	05/03/2016		J(7)		302,127	A	$0.00	329,867	D(15)
Class A Common Stock	05/03/2016		S		181,276(8)	D	$17.2699(9)	148,591(8)	D(15)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

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 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 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 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. Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by Foundry Venture Capital 2007, L.P. ("Foundry 2007") without consideration to its limited partners and its general partner, Foundry Venture 2007, LLC ("Foundry 2007 GP").

2. The shares are held by Foundry 2007. The general partner of Foundry 2007 is Foundry 2007 GP, which has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry 2007 GP and share voting and dispositive power over these shares. Each of Foundry 2007 GP, 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.

3. Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by Foundry Group Select Fund, L.P. ("Foundry Select") without consideration to its limited partners.

4. The shares are held by Foundry Group Select Fund, L.P. The general partner of Foundry Group Select Fund, L.P. is Foundry Select Fund GP, LLC, which has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Select Fund GP, LLC and share voting and dispositive power over these shares. Each of Foundry 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.

5. Represents the receipt of Class A Common Stock by Foundry 2007 GP from Foundry 2007, as described in greater detail in footnote (1).

6. The shares are held by Foundry 2007 GP, which serves as the general partner of Foundry 2007. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry 2007 GP and share voting and dispositive power over these shares. Each of 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.

7. Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by Foundry 2007 GP without consideration to its members

8. Shares sold by the Reporting Person consist of shares received by such Reporting Person in the distribution described in greater detail in footnote (7). Any shares reported as beneficially owned by the Reporting Person following such sale represent the remainder of the shares received by such Reporting Person in the distribution.

9. Represents the weighted average sales price for price increments ranging from $17.01 to $17.95. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

10. The shares are held by Brad Feld.

11. The shares are held by Seth Levine.

12. The shares are held by Ryan McIntyre.

13. Represents shares received by the Reporting Person in the distribution described in greater detail in footnote (7), which the Reporting Person gifted to a trust for the benefit of the Reporting Person's family members, of which the Reporting Person is a trustee. The shares reported as beneficially owned by the Reporting Person following the gift represent the remainder of the shares received by the Reporting Person in the distribution.

14. Held by a revocable trust for the benefit of the family members of Ryan McIntyre, of which Mr. McIntyre is a trustee. Mr. McIntyre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

15. The shares are held by Jason Mendelson.

Remarks:

	/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC, the General Partner of Foundry Venture Capital 2007, L.P.	05/05/2016
	/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC, the General Partner of Foundry Group Select Fund, L.P.	05/05/2016
	/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC	05/05/2016
	/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC	05/05/2016
	/s/ Brad Feld	05/05/2016
	/s/ Seth Levine	05/05/2016
	/s/ Ryan McIntyre	05/05/2016
	/s/ Jason Mendelson	05/05/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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