| | | | | | | | | | | | | | | | | | | | | |
Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 5/12/21 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1639825 |
| Issuer Name: PELOTON INTERACTIVE, INC. |
| Issuer Trading Symbol: PTON |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1787758 |
| | Owner Name: Kushi Hisao |
| Reporting Owner Address: |
| | Owner Street 1: C/O PELOTON INTERACTIVE, INC. |
| | Owner Street 2: 125 WEST 25TH STREET, 11TH 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 Legal Officer |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 5/12/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 80,000 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 81,724 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 5/12/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 80,000 |
| | | Transaction Price Per Share: |
| Value: 90.1543 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,724 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy Class B Common Stock) |
| | Conversion or Exercise Price: |
| | | Value: 0.7525 |
| | Transaction Date: |
| | | Value: 5/12/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 80,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 4/19/26 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class B Common Stock |
| Footnote ID: F5 |
| | | Underlying Security Shares: |
| Value: 80,000.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 267,110 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F5 |
| | Transaction Date: |
| | | Value: 5/12/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 80,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 80,000.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 80,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F5 |
| | Transaction Date: |
| | | Value: 5/12/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 80,000 |
| Footnote ID: F6 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 80,000.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F5 |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 367,607.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 367,607 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Kushi Family 2018 GRAT |
| Footnote ID: F7 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F5 |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 632,393.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 632,393 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Kushi Family Trust dated June 3, 2013 |
| Footnote ID: F8 |
Footnotes: |
| Footnote - F1: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock. |
| Footnote - F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
| Footnote - F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.40 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. |
| Footnote - F4: The option is fully vested and exercisable. |
| Footnote - F5: 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 - F6: The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis. |
| Footnote - F7: 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. |
| Footnote - F8: These securities are held of record by Hisao Kushi and Karen Kushi, Trustees of the Kushi Family Trust dated June 3, 2013. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Hisao Kushi |
| Signature Date: 5/13/21 |