SC 13G/A 1 doc1.htm NONE Schedule 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 02)*
 
FITBIT, INC. 
(Name of Issuer)
 
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
33812L102
(CUSIP Number)
 
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     o  Rule 13d-1(b)
 
     o  Rule 13d-1(c)
 
     x  Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.  33812L102      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 PARK JAMES
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 USA
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 20,462,283 (1)(2)
   
6 SHARED VOTING POWER
  
 0
   
7 SOLE DISPOSITIVE POWER
  
 20,462,283 (1)(2)
   
8 SHARED DISPOSITIVE POWER
  
 0
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 20,462,283 (1)(2)
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 8.48%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IN
 

FOOTNOTES
  
 (1) Each share of Class B Common Stock is convertible at any time at the election of the holder into one share of Class A Common Stock.
(2) Consists of (i) 127,206 shares of Class A common stock held by Mr. Park, (ii) 414,051 shares of Class B common stock held by Mr. Park as trustee of The James Park 2017 Annuity Trust, (iii) 14,204,544 shares of Class B common stock held by Mr. Park as trustee of The James Park Revocable Trust, (iv) 5,230,665 shares of Class B common stock subject to options held by Mr. Park that are exercisable within 60 days of December 31, 2018, and (v) 485,817 shares of Class A common stock subject to options held by Mr. Park that are exercisable within 60 days of December 31, 2018
 
 
 
 
Item 1.

 
(a)
Name of Issuer
 
 
FITBIT, INC.

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
199 Fremont Street, 14th Floor
San Francisco, CA 94105

Item 2.

 
(a)
Name of Person Filing
 
 
PARK JAMES

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
c/o Fitbit, Inc.
199 Fremont Street, 14th Floor
San Francisco, CA 94105

 
(c)
Citizenship
 
 
USA

 
(d)
Title of Class of Securities
 
 
Class A Common Stock, $0.0001 par value per share

 
(e)
CUSIP Number
 
 
33812L102

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 
 
 
 
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned: 20,462,283

 
(b)
Percent of class: 8.48%

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 20,462,283

 
(ii)
Shared power to vote or to direct the vote: 0

 
(iii)
Sole power to dispose or to direct the disposition of: 20,462,283

 
(iv)
Shared power to dispose or to direct the disposition of: 0

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
 
Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.
 
 
 
 
 
 
Item 10.
Certification
  
Not applicable.
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
  
    
Date: February 14, 2019
By:
/s/  James Park 
   Name: James Park 
   
    
 
Footnotes:
Item 4: Each share of Class B Common Stock is convertible at any time at the election of the holder into one share of Class A Common Stock. Consists of (i) 127,206 shares of Class A common stock held by Mr. Park, (ii) 414,051 shares of Class B common stock held by Mr. Park as trustee of The James Park 2017 Annuity Trust, (iii) 14,204,544 shares of Class B common stock held by Mr. Park as trustee of The James Park Revocable Trust, (iv) 5,230,665 shares of Class B common stock subject to options held by Mr. Park that are exercisable within 60 days of December 31, 2018, and (v) 485,817 shares of Class A common stock subject to options held by Mr. Park that are exercisable within 60 days of December 31, 2018

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)