0001639825-21-000293.txt : 20210915
0001639825-21-000293.hdr.sgml : 20210915
20210915163201
ACCESSION NUMBER: 0001639825-21-000293
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210913
FILED AS OF DATE: 20210915
DATE AS OF CHANGE: 20210915
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kushi Hisao
CENTRAL INDEX KEY: 0001787758
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39058
FILM NUMBER: 211255703
MAIL ADDRESS:
STREET 1: C/O PELOTON INTERACTIVE, INC.
STREET 2: 125 WEST 25TH STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10001
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PELOTON INTERACTIVE, INC.
CENTRAL INDEX KEY: 0001639825
STANDARD INDUSTRIAL CLASSIFICATION: [3949]
IRS NUMBER: 473533761
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: C/O PELOTON INTERACTIVE, INC.
STREET 2: 125 W. 25TH ST., 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: 866-679-9129
MAIL ADDRESS:
STREET 1: C/O PELOTON INTERACTIVE, INC.
STREET 2: 125 W. 25TH ST., 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10001
FORMER COMPANY:
FORMER CONFORMED NAME: Peloton Interactive, Inc.
DATE OF NAME CHANGE: 20150416
4
1
wf-form4_163173789933540.xml
FORM 4
X0306
4
2021-09-13
0
0001639825
PELOTON INTERACTIVE, INC.
PTON
0001787758
Kushi Hisao
C/O PELOTON INTERACTIVE, INC.
441 NINTH AVENUE, SIXTH FLOOR
NEW YORK
NY
10001
0
1
0
0
Chief Legal & Culture Officer
Class A Common Stock
2021-09-13
4
C
0
27110
0
A
28834
D
Class A Common Stock
2021-09-13
4
C
0
52890
0
A
81724
D
Class A Common Stock
2021-09-13
4
S
0
7000
110.7919
D
74724
D
Class A Common Stock
2021-09-13
4
S
0
31462
111.7572
D
43262
D
Class A Common Stock
2021-09-13
4
S
0
19849
112.8686
D
23413
D
Class A Common Stock
2021-09-13
4
S
0
21378
113.8239
D
2035
D
Class A Common Stock
2021-09-13
4
S
0
311
114.4275
D
1724
D
Stock Option (right to buy Class B Common Stock)
0.7525
2021-09-13
4
M
0
27110
0
D
2026-04-19
Class B Common Stock
27110.0
0
D
Class B Common Stock
2021-09-13
4
M
0
27110
0
A
Class A Common Stock
27110.0
27110
D
Class B Common Stock
2021-09-13
4
C
0
27110
0
D
Class A Common Stock
27110.0
0
D
Stock Option (right to buy Class B Common Stock)
2.89
2021-09-13
4
M
0
52890
0
D
2027-10-12
Class B Common Stock
52890.0
547110
D
Class B Common Stock
2021-09-13
4
M
0
52890
0
A
Class A Common Stock
52890.0
52890
D
Class B Common Stock
2021-09-13
4
C
0
52890
0
D
Class A Common Stock
52890.0
0
D
Class B Common Stock
Class A Common Stock
367607.0
367607
I
By Kushi Family 2018 GRAT
Class B Common Stock
Class A Common Stock
632393.0
632393
I
By Kushi Family Trust dated June 3, 2013
Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.35 to $111.33 per share, 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 separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.37 to $112.3625 per share, 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 separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.37 to $113.34 per share, 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 separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.38 to $114.37 per share, 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 separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.41 to $114.45 per share, 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 separate price within the range set forth in this footnote.
The option is fully vested and exercisable.
Each share of the issuer's Class B Common Stock will automatically convert into one (1) share of the issuer's Class A Common Stock (a) at the option of the holder and (b) immediately prior to the close of business on the earliest of (i) ten (10) years from the closing of the issuer's initial public offering, (ii) the date on which the outstanding shares of Class B Common Stock represent less than one percent (1%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding or (iii) the date specified by the affirmative vote of the holders of Class B Common Stock representing not less than two-thirds (2/3) of the voting power of the outstanding shares of Class B Common Stock, voting separately as a single class, and has no expiration date.
The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.
The option vests as to 2.0833% of the total shares monthly, commencing September 25, 2017, with 100% of the total shares vested on August 25, 2021, subject to the reporting person's provision of service to the issuer on each vesting date. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase.
These securities are held of record by Hisao Kushi and Karen Kushi, Trustees of the Kushi Family 2018 Grantor Retained Annuity Trust dated September 27, 2018.
These securities are held of record by Hisao Kushi and Karen Kushi, Trustees of the Kushi Family Trust dated June 3, 2013.
/s/ Bart Goldstein as attorney-in-fact for Hisao Kushi
2021-09-15