Form Type: 4

SEC EDGAR Link
Accession Number:0001639825-20-000078
Date:2020-05-11
Issuer: PELOTON INTERACTIVE, INC. (PTON)
Original Submission Date:

Reporting Person:

DRAFT HOWARD C.
C/O PELOTON INTERACTIVE, INC.
125 WEST 25TH STREET, 11TH FLOOR NEW YORK, NY 10001

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-05-07 G 1,207 d $0.00 16,034 indirect
CLASS A COMMON STOCK 2020-05-11 C 4,583 a $0.00 112,067 direct
CLASS A COMMON STOCK 2020-05-11 C 29,183 a $0.00 141,250 direct
CLASS A COMMON STOCK 2020-05-11 0 $0.00 34,483 indirect f2
CLASS A COMMON STOCK 2020-05-11 0 $0.00 17,241 indirect f3
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY CLASS B COMMON STOCK) 2.89 2020-05-11 deemed execution date M 4,583 (d) 2027-08-07 class b common stock 4,583 $2.89 64,167 direct
CLASS B COMMON STOCK 0.0 2020-05-11 deemed execution date M 4,583 (a) class a common stock 4,583 $0.00 473,347 direct
CLASS B COMMON STOCK 0.0 2020-05-11 deemed execution date C 4,583 (d) class a common stock 4,583 $0.00 468,764 direct
STOCK OPTION (RIGHT TO BUY CLASS B COMMON STOCK) 8.82 2020-05-11 deemed execution date M 29,183 (d) 2029-01-16 class b common stock 29,183 $8.82 275,000 direct
CLASS B COMMON STOCK 0.0 2020-05-11 deemed execution date M 29,183 (a) class a common stock 29,183 $0.00 497,947 direct
CLASS B COMMON STOCK 0.0 2020-05-11 deemed execution date C 29,183 (d) class a common stock 29,183 $0.00 468,764 direct
CLASS B COMMON STOCK 0.0 2020-05-11 deemed execution date 0 ( ) class a common stock 147,661 $0.00 147,661 indirect by spouse
Footnotes
IDfootnote
f1 represents the number of shares that were acquired upon conversion of class b common stock to class a common stock.
f2 these shares are held of record by howard draft and louis r malikow, trustees of the howard craig draft living trust u/a/d 2/22/1991.
f3 these shares are held of record by goldman sachs, custodian of the reporting person's ira.
f4 the option vested as to 25% of the total shares on july 12, 2018 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on july 12, 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.
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.
f6 the holder elected to convert the class b common stock to class a common stock on a 1-for-1 basis.
f7 the option vests as to 2.0833% of the total shares monthly, commencing february 17, 2019, with 100% of the total shares vested on january 17, 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.
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