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Ownership Document |
Schema Version: X0206 |
Document Type: 3 |
Period of Report: 9/8/22 |
No Securities Owned: 0 |
Issuer: |
| Issuer CIK: 1639825 |
| Issuer Name: PELOTON INTERACTIVE, INC. |
| Issuer Trading Symbol: PTON |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1946761 |
| | Owner Name: Cotter Jennifer Cunningham |
| Reporting Owner Address: |
| | Owner Street 1: C/O PELOTON INTERACTIVE, INC. |
| | Owner Street 2: 441 NINTH AVENUE, SIXTH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10001 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Content Officer |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 15,271 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (right to buy Class B Common Stock) |
| | Conversion or Exercise Price: |
| | | Value: 14.59 |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Value: 6/13/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class B Common Stock |
| Footnote ID: F2 |
| | | Underlying Security Shares: |
| Value: 159,604.0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (right to buy Class A Common Stock) |
| | Conversion or Exercise Price: |
| | | Value: 26.69 |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 2/27/30 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 184,000.0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (right to buy Class A Common Stock) |
| | Conversion or Exercise Price: |
| | | Value: 82.59 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 9/15/30 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 80,109.0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (right to buy Class A Common Stock) |
| | Conversion or Exercise Price: |
| | | Value: 123.81 |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 2/28/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 50,508.0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (right to buy Class A Common Stock) |
| | Conversion or Exercise Price: |
| | | Value: 100.04 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 8/31/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 33,759.0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (right to buy Class A Common Stock) |
| | Conversion or Exercise Price: |
| | | Value: 100.04 |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Value: 8/31/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 9,197.0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Unit (RSU) |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 10,382.0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Unit (RSU) |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | Exercise Date: |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 129,018.0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Unit (RSU) |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | Exercise Date: |
| | | Footnote ID: F11 |
| | Expiration Date: |
| | | Footnote ID: F11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 476,007.0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: The option vests as to approximately 7,292 shares monthly, until fully vested on June 1, 2023, 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. |
| Footnote - F2: 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. |
| Footnote - F3: The option vests as to approximately 6,250 shares monthly, until fully vested on February 28, 2024, subject to the reporting person's provision of service to the issuer on each vesting date. |
| Footnote - F4: The option vests as to approximately 5,007 shares quarterly, until fully vested on August 15, 2024, subject to the reporting person's provision of service to the issuer on each vesting date. |
| Footnote - F5: The option vests as to approximately 3,157 shares quarterly, until fully vested on February 15, 2025 or the first trading date thereafter, subject to the reporting person's provision of service on each vesting date. |
| Footnote - F6: The option vests as to approximately 2,110 shares quarterly, until fully vested on August 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date. |
| Footnote - F7: The option vests as to approximately 767 shares quarterly, until fully vested on August 15, 2024, subject to the reporting person's provision of service to the issuer on each vesting date. |
| Footnote - F8: The RSUs vest as to approximately 865 shares quarterly, until fully vested on August 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date. |
| Footnote - F9: Each RSU represents a contingent right to receive one (1) share of the issuer's Class A common stock upon settlement for no consideration. |
| Footnote - F10: The RSUs vest as to approximately 9,216 shares quarterly, until fully vested on February 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date. |
| Footnote - F11: The RSUs vest as to approximately 29,751 shares quarterly, until fully vested on August 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date. |
Remarks: Exhibit 24 - Power of Attorney |
Owner Signature: |
| Signature Name: /s/ Bart Goldstein as attorney-in-fact for Jennifer Cotter |
| Signature Date: 9/19/22 |