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Filing Details

Accession Number:: 0001788965-19-000003
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-10-02 19:25:01
Reporting Period:: 2019-09-30

Accepted Time:: 2019-10-02 19:25:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1639825	Peloton Interactive Inc.	PTON	Electronic & Other Electrical Equipment (No Computer Equip) (3600)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1749358	Tcv X, L.p.	C/O Tcv 250 Middlefield Road Menlo Park CA 94025	No	No	No	Yes
1749362	Tcv X (A), L.p.	C/O Tcv 250 Middlefield Road Menlo Park CA 94025	No	No	No	Yes
1786893	Technology Crossover Management X, L.p.	C/O Tcv 250 Middlefield Road Menlo Park CA 94025	No	No	No	Yes
1787727	Technology Crossover Management X, Ltd.	C/O Tcv 250 Middlefield Road Menlo Park CA 94025	No	No	No	Yes
1788960	Tcv X Cycle Gp, Llc	C/O Tcv 250 Middlefield Road Menlo Park CA 94025	No	No	No	Yes
1788961	Tcv X Cycle (Mf), L.p.	C/O Tcv 250 Middlefield Road Menlo Park CA 94025	No	No	No	Yes
1788963	Tcv X Cycle (B), L.p.	C/O Tcv 250 Middlefield Road Menlo Park CA 94025	No	No	No	Yes
1788964	Tcv X Cycle (A), L.p.	C/O Tcv 250 Middlefield Road Menlo Park CA 94025	No	No	No	Yes
1788965	Tcv X Cycle, L.p.	C/O Tcv 250 Middlefield Road Menlo Park CA 94025	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2019-09-30	1,274,468	$29.00	1,274,468	No	4	P	Direct
Class A Common Stock	Acquisiton	2019-09-30	316,046	$29.00	316,046	No	4	P	Indirect	TCV X Cycle (A), L.P.
Class A Common Stock	Acquisiton	2019-09-30	62,135	$29.00	62,135	No	4	P	Indirect	TCV X Cycle (B), L.P.
Class A Common Stock	Acquisiton	2019-09-30	71,488	$29.00	71,488	No	4	P	Indirect	TCV X Cycle (MF), L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	TCV X Cycle (A), L.P.
No	4	P	Indirect	TCV X Cycle (B), L.P.
No	4	P	Indirect	TCV X Cycle (MF), L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Series D Preferred Stock	Disposition	2019-09-30	2,067,355	$0.00	2,067,355	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2019-09-30	2,067,355	$0.00	2,067,355	$0.00
Class B Common Stock	Series D Preferred Stock	Disposition	2019-09-30	100,792	$0.00	100,792	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2019-09-30	100,792	$0.00	100,792	$0.00
Class B Common Stock	Series D Preferred Stock	Disposition	2019-09-30	115,670	$0.00	115,670	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2019-09-30	115,670	$0.00	115,670	$0.00
Class B Common Stock	Series D Preferred Stock	Disposition	2019-09-30	512,669	$0.00	512,669	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2019-09-30	512,669	$0.00	512,669	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Direct
2,067,355	No	4	C	Direct
0	No	4	C	Indirect
100,792	No	4	C	Indirect
0	No	4	C	Indirect
115,670	No	4	C	Indirect
0	No	4	C	Indirect
512,669	No	4	C	Indirect

Footnotes

These shares are directly held by TCV X Cycle, L.P. ("Cycle X"). Jay C. Hoag is a Class A Member of Technology Crossover Management X, Ltd. ("Management X") and a limited partner of Technology Crossover Management X, L.P. ("TCM X"). Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, LLC ("TCV X Cycle GP"), which in turn is the sole general partner of Cycle X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
These shares are directly held by TCV X Cycle (A), L.P. ("Cycle A X"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, which in turn is the sole general partner of Cycle A X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle A X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
These shares are directly held by TCV X Cycle (B), L.P. ("Cycle B X"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, which in turn is the sole general partner of Cycle B X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle B X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
These shares are directly held by TCV Cycle X (MF), L.P. ("Cycle MF X"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, which in turn is the sole general partner of Cycle MF X. Mr. Hoag is also a limited partner of TCV X Member Fund, L.P., which is the sole limited partner of Cycle MF X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle MF X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
Each share of the issuer's Series D Preferred Stock automatically converted into (one) 1 share of the issuer's Class B Common Stock on September 30, 2019 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-233482) under the Securities Act of 1933, as amended, and had no expiration date.
Each share of the issuer's Class B Common Stock will automatically be converted 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 IPO, (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.
These shares are directly held by TCV X (A), L.P. ("TCV X A"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X A. Mr. Hoag, Management X and TCM X may be deemed to beneficially own the shares held by TCV X A but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.