Seth Levine 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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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)
11/18/2015

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	11/18/2015		C		3,684,874	A	(1)	3,684,874	I	By Foundry Venture Capital 2007, L.P.(2)
Class A Common Stock	11/18/2015		S		3,684,874	D	$29	0	I	By Foundry Venture Capital 2007, L.P.(2)
Class A Common Stock	11/18/2015		C		543,649	A	(1)	543,649	I	By Foundry Group Select Fund, L.P.(3)
Class A Common Stock	11/18/2015		S		543,649	D	$29	0	I	By Foundry Group Select Fund, L.P.(3)

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
Class B Common Stock	(1)	11/18/2015		C			3,684,874	(1)	(1)	Class A Common Stock	3,684,874	(1)	33,074,016	I	By Foundry Venture Capital 2007, L.P.(2)
Class B Common Stock	(1)	11/18/2015		C			543,649	(1)	(1)	Class Common Stock	543,649	(1)	4,879,583	I	By Foundry Group Select Fund, L.P.(3)

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. 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.

2. 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, which 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.

3. 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.

Remarks:

	/s/ Brad Feld	11/20/2015
	** Signature of Reporting Person	Date
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