0001639825-20-000158.txt : 20201016 0001639825-20-000158.hdr.sgml : 20201016 20201016163624 ACCESSION NUMBER: 0001639825-20-000158 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201014 FILED AS OF DATE: 20201016 DATE AS OF CHANGE: 20201016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LYNCH WILLIAM CENTRAL INDEX KEY: 0001441013 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 201244380 MAIL ADDRESS: STREET 1: C/O HSN, INC. STREET 2: 1 HSN DRIVE CITY: ST. PETERSBURG STATE: FL ZIP: 33729 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PELOTON INTERACTIVE, INC. CENTRAL INDEX KEY: 0001639825 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE 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_160288056695462.xml FORM 4 X0306 4 2020-10-14 0 0001639825 PELOTON INTERACTIVE, INC. PTON 0001441013 LYNCH WILLIAM C/O PELOTON INTERACTIVE, INC. 125 WEST 25TH STREET, 11TH FLOOR NEW YORK NY 10001 1 1 0 0 President Class A Common Stock 2020-10-14 4 C 0 125000 0 A 125000 D Class A Common Stock 2020-10-14 4 C 0 58500 0 A 183500 D Class A Common Stock 2020-10-14 4 S 0 27946 129.0728 D 155554 D Class A Common Stock 2020-10-14 4 S 0 32991 129.7562 D 122563 D Class A Common Stock 2020-10-14 4 S 0 16068 130.9362 D 106495 D Class A Common Stock 2020-10-14 4 S 0 46940 131.829 D 59555 D Class A Common Stock 2020-10-14 4 S 0 34742 132.9145 D 24813 D Class A Common Stock 2020-10-14 4 S 0 17525 133.7132 D 7288 D Class A Common Stock 2020-10-14 4 S 0 7288 134.6502 D 0 D Class A Common Stock 12500 I By GRAT 1 Class A Common Stock 4000 I By GRAT 2 Class A Common Stock 3000 I By GRAT 3 Stock Option (right to buy Class B Common Stock) 2.89 2020-10-14 4 M 0 125000 0 D 2027-08-07 Class B Common Stock 125000.0 399188 D Class B Common Stock 2020-10-14 4 M 0 125000 0 A Class A Common Stock 125000.0 2523000 D Class B Common Stock 2020-10-14 4 C 0 125000 0 D Class A Common Stock 125000.0 2398000 D Stock Option (right to buy Class B Common Stock) 3.28 2020-10-14 4 M 0 58500 0 D 2028-04-01 Class B Common Stock 58500.0 453000 D Class B Common Stock 2020-10-14 4 M 0 58500 0 A Class A Common Stock 58500.0 2456500 D Class B Common Stock 2020-10-14 4 C 0 58500 0 D Class A Common Stock 58500.0 2398000 D 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 $128.36 to $129.35 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 $129.36 to $130.35 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 $130.36 to $131.35 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 $131.36 to $132.34 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 $132.37 to $133.35 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 $133.28 to $134.35 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 $134.38 to $135.09 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. Represents a grantor retained annuity trust for which the reporting person is the trustee and sole annuitant. The option vested as to 25% of the total shares on February 9, 2018, then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on February 9, 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. 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 April 15, 2018, with 100% of the total shares vested on March 15, 2022, subject to the reporting person's provision ofservice 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. /s/ Hisao Kushi as attorney-in-fact for William Lynch 2020-10-16