Sec Form 13G Filing - Foundry Venture Capital 2007 L.P. @ FITBIT INC.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Fitbit, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

33812L 10 2

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ 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. 33812L 10 2


1.	Names of Reporting Persons. Foundry Venture Capital 2007, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power 6,800,120 (2)
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power 6,800,120 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,800,120 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (11) 4.0% (3)
12.	Type of Reporting Person (See Instructions) PN

(1)	This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of (i) 5,925,865 shares of Class A Common Stock held by Foundry 2007 and (ii) 874,255 shares of Class A Common Stock held by Foundry Select. The general partner of Foundry 2007 is Foundry 2007 GP, which has voting and dispositive power over these shares. The Managers are the managing members of Foundry 2007 GP and share voting and dispositive power over these shares. Each of Foundry 2007 GP, and the Managers disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein. The general partner of Foundry Select is Foundry Select GP, which has voting and dispositive power over these shares. The Managers are the managing members of Foundry Select GP and share voting and dispositive power over these shares. The information with respect to the ownership of ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016.

(3)	Based on 170,120,929 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016.


CUSIP No. 33812L 10 2


1.	Names of Reporting Persons. Foundry Group Select Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power 6,800,120 (2)
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power 6,800,120 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,800,120 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (11) 4.0% (3)
12.	Type of Reporting Person (See Instructions) PN

(1)	This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	Based on 170,120,929 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016.


CUSIP No. 33812L 10 2


1.	Names of Reporting Persons. Foundry Venture 2007, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power 6,800,120 (2)
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power 6,800,120 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,800,120 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (11) 4.0% (3)
12.	Type of Reporting Person (See Instructions) OO

(1)	This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	Based on 170,120,929 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016.


CUSIP No. 33812L 10 2


1.	Names of Reporting Persons. Foundry Select Fund GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power 6,800,120 (2)
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power 6,800,120 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,800,120 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (11) 4.0% (3)
12.	Type of Reporting Person (See Instructions) OO

(1)	This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	Based on 170,120,929 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016.


CUSIP No. 33812L 10 2


1.	Names of Reporting Persons. Bradley Feld
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power 6,800,120 (2)
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power 6,800,120 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,800,120 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (11) 4.0% (3)
12.	Type of Reporting Person (See Instructions) IN

(1)	This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	Based on 170,120,929 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016.


CUSIP No. 33812L 10 2


1.	Names of Reporting Persons. Seth Levine
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power 6,800,120 (2)
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power 6,800,120 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,800,120 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (11) 4.0% (3)
12.	Type of Reporting Person (See Instructions) IN

(1)	This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	Based on 170,120,929 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016.


CUSIP No. 33812L 10 2


1.	Names of Reporting Persons. Ryan McIntyre
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power 6,800,120 (2)
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power 6,800,120 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,800,120 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (11) 4.0% (3)
12.	Type of Reporting Person (See Instructions) IN

(1)	This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	Based on 170,120,929 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016.


CUSIP No. 33812L 10 2


1.	Names of Reporting Persons. Jason Mendelson
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power 6,800,120 (2)
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power 6,800,120 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,800,120 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (11) 4.0% (3)
12.	Type of Reporting Person (See Instructions) IN

(1)	This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	Based on 170,120,929 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016.

Item 1.

(a)

Name of Issuer

Fitbit, Inc.

(b)

Address of Issuer’s Principal Executive Offices

405 Howard Street

San Francisco, California, 94105

Item 2.

(a)

Name of Person Filing

Foundry Venture Capital 2007, L.P. (“Foundry 2007”)

Foundry Group Select Fund, L.P. (“Foundry Select”)

Foundry Venture 2007, LLC (“Foundry 2007 GP”)

Foundry Select Fund GP, LLC (“Foundry Select GP”)

Brad Feld (“Feld”)

Seth Levine (“Levine”)

Ryan McIntyre (“McIntyre”)

Jason Mendelson (“Mendelson”, together with Feld, Levine and McIntyre, the “Managers”)

(b)

Address of Principal Business Office or, if none, Residence

1050 Walnut Street, Suite 210, Boulder, Colorado, 80302

(c)

Citizenship

Foundry 2007 and Foundry Select are each a Delaware limited partnership

Foundry 2007 GP and Foundry Select GP are each a Delaware limited liability company

Each of the Managers is a U.S. citizen and resident

(d)

Title of Class of Securities

Class A Common Stock

(e)

CUSIP Number

33812L 10 2

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)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	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)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
	N/A

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.

Item 4(a).

Amount Beneficially Owned:

Item 4(b).

Percent of Class:

Item 4(c).

Number of shares as to which such persons have:

The following information with respect to the ownership of Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016.


Reporting Persons	Class A Common Stock Held Directly (1)		Class B Common Stock Held Directly (1)		Shared Voting Power (1)		Shared Dispositive Power (1)		Beneficial Ownership (1)		Percentage of Cl ass (1)(4)
Foundry Venture Capital 2007, L.P.		6,800,120		0		6,800,120		6,800,120		6,800,120		4.0	%
Foundry Group Select Fund, L.P.		6,800,120		0		6,800,120		6,800,120		6,800,120		4.0	%
Foundry Venture 2007, LLC (2)		6,800,120		0		6,800,120		6,800,120		6,800,120		4.0	%
Foundry Select Fund GP, LLC (3)		6,800,120		0		6,800,120		6,800,120		6,800,120		4.0	%
Brad Feld (2)(3)		6,800,120		0		6,800,120		6,800,120		6,800,120		4.0	%
Seth Levine (2)(3)		6,800,120		0		6,800,120		6,800,120		6,800,120		4.0	%
Ryan McIntyre (2)(3)		6,800,120		0		6,800,120		6,800,120		6,800,120		4.0	%
Jason Mendelson (2)(3)		6,800,120		0		6,800,120		6,800,120		6,800,120		4.0	%

(1)	Represents the number of shares beneficially owned by the Reporting Persons as of December 31, 2016 and consists of (i) 5,925,865 shares of Class A Common Stock held by Foundry 2007 and (ii) 874,255 shares of Class A Common Stock held by Foundry Select.

(2)

Foundry 2007 GP is the sole general partner of Foundry 2007, which has voting and dispositive power over these shares. Feld, Levine, McIntyre and Mendelson are the managing members of Foundry 2007 GP and share voting and dispositive power over these shares. Each of Foundry 2007 GP, Feld, Levine, McIntyre and Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.

(3)

Foundry Select GP is the sole general partner of Foundry Select, which has voting and dispositive power over these shares. Feld, Levine, McIntyre and Mendelson are the managing members of Foundry Select GP and share voting and dispositive power over these shares. Each of Foundry Select GP, Feld, Levine, McIntyre and Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.

(4)	Based on 170,120,929 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016.

10.

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 ☒.

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

N/A

11.

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, 2017

Foundry Venture Capital 2007, L.P.

By: Foundry Venture 2007, LLC

Its: General Partner

/s/ Brad Feld

Brad Feld, Managing Director

Foundry Group Select Fund, L.P.

By: Foundry Select Fund GP, LLC

Its: General Partner

/s/ Brad Feld

Brad Feld, Managing Director

Foundry Venture 2007, LLC

/s/ Brad Feld

Brad Feld, Managing Director

Foundry Select Fund GP, LLC

/s/ Brad Feld

Brad Feld, Managing Director

Brad Feld

/s/ Brad Feld

Brad Feld

Seth Levine

/s/ Seth Levine

Seth Levine

Ryan McIntyre

/s/ Ryan McIntyre

Ryan McIntyre

Jason Mendelson

/s/ Jason Mendelson

Jason Mendelson

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

12.

Sec Form 13G Filing - Foundry Venture Capital 2007 L.P. filing for FITBIT INC. (FIT) - 2017-02-14