Fluegel Bradley M Form 4 Filed 2019-05-28

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

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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)
05/23/2019

(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⁽¹⁾	05/24/2019		M⁽¹⁾		34,238⁽¹⁾	A	$ 0 ⁽¹⁾	41,662	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0 ⁽²⁾

05/23/2019

31,037

⁽³⁾

Class A Common Stock

31,037

$ 0

31,037

Restricted Stock Units

$ 0 ⁽²⁾

05/24/2019

34,238

⁽⁴⁾

Class A Common Stock

34,238

$ 0

Explanation of Responses:

1.	Represents the vesting of restricted stock units ("RSUs") granted on May 24, 2018 that fully vested on May 24, 2019.
2.	Each 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 shall fully vest on the earlier of (i) the date of the 2020 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) or (ii) May 23, 2020.
4.	100% of the RSUs vested on May 24, 2019, one year after the Issuer's 2018 annual stockholders meeting. Shares of the Issuer's Class A common stock will be delivered to the Reporting Person upon vesting.

	Signatures
	/s/ Andy Missan, attorney-in-fact	05/28/2019
	** Signature of Reporting Person	Date
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