SEC Form 4: Andy Missan disposed to the issuer $0 worth of Class A Common Stock (162,438 units at $0.00), decreasing ownership by 100% to 0 units
$FIT
Computer Manufacturing
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FITBIT, INC. [ FIT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/14/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 162,438 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 7,500 | (3) | (3) | Class A Common Stock | 7,500 | (4) | 0 | D | ||||
| Restricted Stock Units | $0.00(2) | 01/14/2021 | D | 48,000 | (5) | (5) | Class A Common Stock | 48,000 | (4) | 0 | D | ||||
| Restricted Stock Units | $0.00(2) | 01/14/2021 | D | 7,500 | (6) | (6) | Class A Common Stock | 7,500 | (4) | 0 | D | ||||
| Restricted Stock Units | $0.00(2) | 01/14/2021 | D | 109,650 | (7) | (7) | Class A Common Stock | 109,650 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.2767 | 01/14/2021 | D | 109,175 | (8) | 03/27/2023 | Class B Common Stock | 109,175 | (9) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.27 | 01/14/2021 | D | 91,147 | (8) | 11/27/2023 | Class B Common Stock | 91,147 | (9) | 0 | D | ||||
| 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. 1/8th of the RSUs vested on February 1, 2020, and the remainder vests quarterly over the next seven (7) quarters 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 (the "Special Equity Award"); provided, however, that in the event the Reporting Person (a) does not receive an offer of employment from Google or (b) rejects an offer of employment from Google that does not comply with the requirements set forth in Sections 6.12(a)(i) and 6.12(a)(ii) of the Merger Agreement, then, in each case, subject to the execution of a release of claims, and such release becoming effective, all remaining unvested shares under the Special Equity Award will fully vest and become payable as of the Closing Date. |
| 7. 1/12th 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. |
| 8. The option is fully vested and exercisable. |
| 9. 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. |
| Remarks: |
| /s/ Andy Missan | 01/14/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||