0001639825-21-000260.txt : 20210827 0001639825-21-000260.hdr.sgml : 20210827 20210827090216 ACCESSION NUMBER: 0001639825-21-000260 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210818 FILED AS OF DATE: 20210827 DATE AS OF CHANGE: 20210827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cornils Kevin CENTRAL INDEX KEY: 0001879935 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211214320 MAIL ADDRESS: STREET 1: C/O PELOTON INTERACTIVE, INC. STREET 2: 441 NINTH AVENUE, SIXTH 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 3 1 wf-form3_163006929985801.xml FORM 3 X0206 3 2021-08-18 0 0001639825 PELOTON INTERACTIVE, INC. PTON 0001879935 Cornils Kevin C/O PELOTON INTERACTIVE, INC. 441 NINTH AVENUE, SIXTH FLOOR NEW YORK NY 10001 0 1 0 0 Chief Commercial Officer Class A Common Stock 0 D Stock Option (right to buy Class B Common Stock) 2.89 2027-10-25 Class B Common Stock 250000.0 D Stock Option (right to buy Class B Common Stock) 14.59 2029-04-25 Class B Common Stock 200000.0 D Stock Option (right to buy Class B Common Stock) 14.59 2029-04-25 Class B Common Stock 200000.0 D Stock Option (right to buy Class A Common Stock) 26.69 2030-02-27 Class A Common Stock 400000.0 D Stock Option (right to buy Class A Common Stock) 82.59 2030-09-15 Class A Common Stock 100672.0 D Stock Option (right to buy Class A Common Stock) 123.81 2031-02-28 Class A Common Stock 63473.0 D The option vested as to 25% of the total shares on October 23, 2018, then 2.0833% of the total shares vest monthly, with 100% of the total shares vested on October 23, 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 option vests as to 2.0833% of the total shares monthly, commencing May 24, 2019, with 100% of the total shares vested on April 24, 2023, subject to the reporting person's provision of service to the issuer on each vesting date. The option vests as to 40% of the total shares on February 1, 2022, 30% of the total shares on February 1, 2024 and 30% of the total shares on February 1, 2026, subject to the reporting person's provision of service to the issuer on each vesting date. The option vests as to 2.0833% of the total shares monthly, commencing March 28, 2020, with 100% of the total shares vested on February 28, 2024, subject to the reporting person's provision of service to the issuer on each vesting date. The option vests as to 6.25% of the total shares quarterly, commencing November 15, 2020, with 100% of the total shares vested and exercisable on August 15, 2024, subject to the reporting person's provision of service to the issuer on each vesting date. The option vests as to 6.25% of the total shares quarterly, commencing May 15, 2021, with 100% of the total shares vested and exercisable on February 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date. Exhibit 24 - Power of Attorney /s/ Bart Goldstein as attorney-in-fact for Kevin Cornils 2021-08-27 EX-24 2 ex-24.htm POA DOCUMENT - KEVIN CORNILS

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Hisao Kushi, Caitlin Johnston, Bart Goldstein and Michal Flombaum, as long as they are providing services to Peloton Interactive, Inc., a Delaware corporation (the "Company"), or any of them, the undersigned's true and lawful attorney-in-fact to:
(1)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, Forms 3, 4s and 5s in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder;
(2)    do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4s and 5s and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and
(3)    take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4s or 5s (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

    This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4s and 5s with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 8/17/2021.

/s/ Kevin Cornils
Kevin Cornils