Form Type: 4

SEC EDGAR Link
Accession Number:0001639825-21-000293
Date:2021-09-13
Issuer: PELOTON INTERACTIVE, INC. (PTON)
Original Submission Date:

Reporting Person:

KUSHI HISAO
C/O PELOTON INTERACTIVE, INC.
441 NINTH AVENUE, SIXTH 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 2021-09-13 C 27,110 a $0.00 28,834 direct
CLASS A COMMON STOCK 2021-09-13 C 52,890 a $0.00 81,724 direct
CLASS A COMMON STOCK 2021-09-13 S 7,000 d $110.79 74,724 direct
CLASS A COMMON STOCK 2021-09-13 S 31,462 d $111.76 43,262 direct
CLASS A COMMON STOCK 2021-09-13 S 19,849 d $112.87 23,413 direct
CLASS A COMMON STOCK 2021-09-13 S 21,378 d $113.82 2,035 direct
CLASS A COMMON STOCK 2021-09-13 S 311 d $114.43 1,724 direct
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) 0.7525 2021-09-13 deemed execution date M 27,110 (d) 2026-04-19 class b common stock 27,110 $0.75 0 direct
CLASS B COMMON STOCK 0.0 2021-09-13 deemed execution date M 27,110 (a) class a common stock 27,110 $0.00 27,110 direct
CLASS B COMMON STOCK 0.0 2021-09-13 deemed execution date C 27,110 (d) class a common stock 27,110 $0.00 0 direct
STOCK OPTION (RIGHT TO BUY CLASS B COMMON STOCK) 2.89 2021-09-13 deemed execution date M 52,890 (d) 2027-10-12 class b common stock 52,890 $2.89 547,110 direct
CLASS B COMMON STOCK 0.0 2021-09-13 deemed execution date M 52,890 (a) class a common stock 52,890 $0.00 52,890 direct
CLASS B COMMON STOCK 0.0 2021-09-13 deemed execution date C 52,890 (d) class a common stock 52,890 $0.00 0 direct
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 367,607 $0.00 367,607 indirect by kushi family 2018 grat
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 632,393 $0.00 632,393 indirect by kushi family trust dated june 3, 2013
Footnotes
IDfootnote
f1 represents the number of shares that were acquired upon conversion of class b common stock to class a common stock.
f2 the sales reported on this form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person.
f3 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $110.35 to $111.33 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.
f4 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $111.37 to $112.3625 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.
f5 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $112.37 to $113.34 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.
f6 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $113.38 to $114.37 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.
f7 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $114.41 to $114.45 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.
f8 the option is fully vested and exercisable.
f9 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.
f10 the holder elected to convert the class b common stock to class a common stock on a 1-for-1 basis.
f11 the option vests as to 2.0833% of the total shares monthly, commencing september 25, 2017, with 100% of the total shares vested on august 25, 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.
f12 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.
f13 these securities are held of record by hisao kushi and karen kushi, trustees of the kushi family trust dated june 3, 2013.
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