James Park Form 4 FITBIT / JAMES PARK 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^*

PARK JAMES

(Last) (First) (Middle)

C/O FITBIT, INC.

199 FREMONT STREET, 14TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO, COB

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2021

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

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. 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	01/14/2021		D		111,654	D	(1)	0	D

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
Restricted Stock Units	$0.00(2)	01/14/2021		D			8,742	(3)	(3)	Class A Common Stock	8,742	(4)	0	D
Restricted Stock Units	$0.00(2)	01/14/2021		D			43,667	(5)	(5)	Class A Common Stock	43,667	(4)	0	D
Restricted Stock Units	$0.00(2)	01/14/2021		D			50,068	(6)	(6)	Class A Common Stock	50,068	(4)	0	D
Employee Stock Option (right to buy)	$0.055	01/14/2021		D			246,508	(7)	09/27/2021	Class B Common Stock	246,508	(8)	0	D
Employee Stock Option (right to buy)	$3.6333	01/14/2021		D			3,243,048	(7)	08/06/2024	Class B Common Stock	3,243,048	(8)	0	D
Employee Stock Option (right to buy)	$13.93	01/14/2021		D			282,400	(7)	03/15/2026	Class A Common Stock	282,400	(9)	0	D
Employee Stock Option (right to buy)	$5.63	01/14/2021		D			500,000	(10)	08/04/2027	Class A Common Stock	500,000	(11)	0	D
Performance Stock Units	$0.00(12)	01/14/2021		D			225,568	(13)	(13)	Class A Common Stock	225,568	(14)(15)	0	D
Performance Stock Units	$0.00(12)	01/14/2021		D			332,453	(16)	(16)	Class A Common Stock	332,453	(14)(15)	0	D
Performance Stock Units	$0.00(12)	01/14/2021		D			163,665	(17)	(17)	Class A Common Stock	163,665	(14)(15)	0	D
Performance Stock Units	$0.00(12)	01/14/2021		D			206,224	(18)	(18)	Class A Common Stock	206,224	(14)(15)	0	D
Class B Common Stock	(19)	01/14/2021		D			577,529	(19)	(19)	Class A Common Stock	577,529	(1)	0	I	By grantor retained annuity trust 3
Class B Common stock	(19)	01/14/2021		D			13,491,989	(19)	(19)	Class A Common Stock	13,491,989	(1)	0	I	By revocable trust

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 1, 2019, by and among the Issuer, Google LLC ("Google"), and Magnoliophyta Inc. (the "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Google, effective January 14, 2021 (the "Closing Date"). Pursuant to the Merger Agreement, each share of the Issuer's Class A common stock and Class B common stock was exchanged for $7.35 in cash (the "Merger Consideration") on the Closing Date.

2. 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.

3. 1/12th of the RSUs vested on June 15, 2018, and the remainder vests quarterly 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.

4. Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted on the Closing Date into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration multiplied by (b) the total number of unvested shares subject to the RSUs (the "RSU Consideration"). The payment of the RSU Consideration will be subject to (y) vesting in accordance with the vesting schedule applicable to such unvested RSUs immediately prior to the Closing Date, subject to the Reporting Person remaining employed by or otherwise in service to Google on each applicable vesting date, and (z) the terms and conditions of the Unvested Payment Plan (as such term is defined in the Merger Agreement).

5. 1/12th of the RSUs vested on June 15, 2019, and the remainder vests quarterly 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.

6. 1/4th of the RSUs vested on June 15, 2020, and the remainder vests quarterly 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.

7. The option is fully vested and exercisable.

8. Pursuant to the Merger Agreement, the option was cancelled and converted on the Closing Date into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option.

9. The option exercise price is equal to or exceeds the Merger Consideration and therefore was automatically cancelled without consideration immediately prior to the Closing Date.

10. The option vested as to 1/12th of the total number of shares on June 15, 2017, and thereafter vests as to 1/12th of the total number of shares in equal quarterly installments, subject to the continuing employment of the Reporting Person on each vesting date.

11. Pursuant to the Merger Agreement, to the extent vested, the option was cancelled and converted on the Closing Date into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option. To the extent unvested, the option was converted on the Closing Date into a cash equivalent award valued based on the excess of the Merger Consideration over the option exercise price (the "Option Consideration"). The payment of the Option Consideration will be subject to (y) vesting in accordance with the vesting schedule applicable to the unvested portion of the option immediately prior to the Closing Date, subject to the Reporting Person remaining employed by or otherwise in service to Google on each applicable vesting date, and (z) the terms and conditions of the Unvested Payment Plan (as such term is defined in the Merger Agreement).

12. Each performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Class A common stock upon settlement for no consideration.

13. The PSUs were subject to (i) service-based vesting over 3 years with 1/12 vesting quarterly beginning June 15, 2018 and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $8 as determined under set guidelines. Pursuant to the Merger Agreement, however, the PSU will not be subject to any performance-based vesting requirements. See footnote 14 below.

14. Pursuant to the Merger Agreement, the PSU shall not be subject to any performance-based vesting requirements and shall be subject solely to the service-based vesting requirements applicable to the PSU as of immediately prior to the Closing Date. In addition, to the extent vested, the vested PSU was cancelled and converted on the Closing Date into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the Merger Consideration. To the extent unvested, the unvested PSU was cancelled and converted on the Closing Date into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration multiplied by (ii) the total number of unvested shares subject to the PSU (the "PSU Consideration"). (continued in footnote 15)

15. (Continued from footnote 14) The payment of the PSU Consideration will be subject to (y) vesting in accordance with the vesting schedule applicable to such unvested PSU immediately prior to the Closing Date, subject to the Reporting Person remaining employed by or otherwise in service to Google on each applicable vesting date, and (z) the terms and conditions of the Unvested Payment Plan (as such term is defined in the Merger Agreement).

16. The PSUs were subject to (i) service-based vesting over 3 years with 1/12 vesting quarterly beginning June 15, 2018 and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $10 as determined under set guidelines. Pursuant to the Merger Agreement, however, the PSU will not be subject to any performance-based vesting requirements. See footnote 14 above.

17. The PSUs were subject to (i) service-based vesting over 3 years with 1/12 vesting quarterly beginning June 15, 2019 and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $8 as determined under set guidelines. Pursuant to the Merger Agreement, however, the PSU will not be subject to any performance-based vesting requirements. See footnote 14 above.

18. The PSUs were subject to (i) service-based vesting over 3 years with 1/12 vesting quarterly beginning June 15, 2019 and (ii) on each such vesting date, the achievement of a performance-based vesting requirement based on a stock price hurdle equal to or greater than $10 as determined under set guidelines. Pursuant to the Merger Agreement, however, the PSU will not be subject to any performance-based vesting requirements. See footnote 14 above.

19. 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.

Remarks:

	/s/ Andy Missan, attorney-in-fact	01/14/2021
	** Signature of Reporting Person	Date
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