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 OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

MURRAY STEVEN JOSEPH	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 SOFTBANK CAPITAL,, 38 GLEN AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY)

5/25/2017		
(Street)

NEWTON, MA 02459
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)	5/25/2017  	 	M (1)	  	11442   (1)	A (1)	$0.00   (1)	11442  	D  	 	
Class A Common Stock  	5/26/2017  	 	S	  	500000  	D	$5.33   (2)	4466841  	I  	By Softbank PrinceVille Investments, LP   (3)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	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   (4)	$0.00   (4)	5/25/2017  	 	A  	  	30890   	  	  (5)	  (5)	Class A Common Stock  	30890  	$0.00  	30890  	D  	 	

Explanation of Responses:	
(1) 	Represents the vesting of restricted stock units ("RSUs") granted on May 26, 2016 that fully vested on May 25, 2017.	
(2) 	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.30 - $5.365, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote (2) to this Form 4.	
(3) 	These shares are owned by Softbank PrinceVille Investments, L.P. ("Princeville"). The Reporting Person, a director of the Issuer, is a managing member of SB PV GP LLC, which is the general partner of SB PV GP, L.P., the general partner of Princeville and, as such may be deemed to share voting and dispositive power over the shares held by Princeville. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.	
(4) 	This security represents restricted stock units. Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.	
(5) 	The RSUs shall fully vest on the earlier of (i) the date of the 2018 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 25, 2018.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
MURRAY STEVEN JOSEPH
C/O SOFTBANK CAPITAL,
38 GLEN AVENUE
NEWTON, MA 02459	X				

Signatures		
/s/Steven J. Murray		5/30/2017	
** Signature of Reporting Person		Date

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.	
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