FORM 4
☒

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number:3235-0287
Expires:02/28/2011
Estimated average burden
hours per response0.5

1. Name and Address of Reporting Person *
Fluegel Bradley M
 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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O FITBIT, INC., 199 FREMONT STREET, 14TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
01/14/2021
(Street)

SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
4. If Amendment, Date 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 72,699D (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 of Derivative Security: 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 (2) 01/14/2021 D  23,810  (3)   (3)

Class A Common Stock

23,810 (4) 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 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.

The RSUs vest on the earliest of (i) the date of the 2021 annual meeting of stockholders (if the Reporting Person does not stand for re-election or is not re-elected at such meeting but provides continuous service to the Board until the date of such meeting), (ii) May 21, 2021, or (iii) immediately prior to the consummation of a change of control event.

4.

Pursuant to the Merger Agreement, each RSU held by the Reporting Person (whether vested or unvested) was 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 aggregate number of shares underlying the RSU.



Signatures

/s/ Andy Missan, attorney-in-fact

01/14/2021
** Signature of Reporting PersonDate
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.