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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Fitbit, Inc.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
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Options to Purchase Class A Common Stock, par value $0.0001 per share |
Options to Purchase Class B Common Stock, par value $0.0001 per share |
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(Title of Class of Securities) |
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33812L102 |
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(CUSIP Number of Class A Common Stock Underlying Class of Securities) |
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Andy Missan, Esq. |
Executive Vice President and General Counsel Fitbit, Inc. |
405 Howard Street |
San Francisco, California 94105 |
(415) 513-1000 |
(Name, Address, and Telephone Number of Person Authorized |
to Receive Notices and Communications on Behalf of Filing Person) |
Cynthia C. Hess, Esq.
Jeffrey R. Vetter, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
CALCULATION OF FILING FEE
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Transaction Valuation* | | | Amount of Filing Fee* |
Not Applicable* | | | Not Applicable* |
* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
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¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | | |
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Amount Previously Paid: Not applicable. | | Filing Party: Not applicable. |
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Form or Registration No.: Not applicable. | | Date Filed: Not applicable. |
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x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
Attached is a written communication sent by the President, Chief Executive Officer, and Chairman of Fitbit to Fitbit employees on May 30, 2017 regarding a proposed stock option exchange program (“Program”), that, if implemented, would allow eligible employees, including Fitbit’s executive officers other than its President, Chief Executive Officer, and Chairman, Chief Technology Officer, and Chief Financial Officer, to exchange out-of-the-money or “underwater” options to purchase shares of Fitbit’s Class A common stock or Class B common stock currently held by such eligible employees for a lesser number of new restricted stock units that may be settled for shares of Fitbit’s Class A common stock under Fitbit’s 2015 Equity Incentive Plan.
The Program has not yet commenced. Fitbit will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission ("SEC") upon the commencement of the Program. Eligible employees of Fitbit should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important information about the Program.
Fitbit stockholders and option holders will be able to obtain the written materials described above and other documents filed by Fitbit with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, stockholders and option holders may obtain free copies of the documents filed by Fitbit with the SEC by directing a written request to: Fitbit, Inc., 405 Howard Street, Suite 550, San Francisco, California 94105, Attention: Investor Relations.
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Exhibit Number | | Description |
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99.1 | | E-mail communication sent to employees of Fitbit, Inc. on May 30, 2017. |