Filing Details
- Accession Number:
- 0001639825-20-000215
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-12-16 16:32:01
- Reporting Period:
- 2020-12-14
- Accepted Time:
- 2020-12-16 16:32:01
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1639825 | Peloton Interactive Inc. | PTON | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1441013 | William Lynch | C/O Peloton Interactive, Inc. 125 West 25Th Street, 11Th Floor New York NY 10001 | President | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2020-12-14 | 125,000 | $0.00 | 125,000 | No | 4 | C | Direct | |
| Class A Common Stock | Acquisiton | 2020-12-14 | 38,500 | $0.00 | 163,500 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2020-12-14 | 1,101 | $118.53 | 162,399 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2020-12-14 | 3,000 | $119.63 | 159,399 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2020-12-14 | 25,615 | $120.49 | 133,784 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2020-12-14 | 30,533 | $121.66 | 103,251 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2020-12-14 | 61,941 | $122.40 | 41,310 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2020-12-14 | 23,716 | $123.45 | 17,594 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2020-12-14 | 17,594 | $124.38 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Disposition | 2020-12-04 | 675,000 | $0.00 | 675,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2020-12-04 | 675,000 | $0.00 | 675,000 | $0.00 |
| Class B Common Stock | Stock Option (right to buy Class B Common Stock) | Disposition | 2020-12-14 | 125,000 | $0.00 | 125,000 | $2.89 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2020-12-14 | 125,000 | $0.00 | 125,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2020-12-14 | 125,000 | $0.00 | 125,000 | $0.00 |
| Class B Common Stock | Stock Option (right to buy Class B Common Stock) | Disposition | 2020-12-14 | 38,500 | $0.00 | 38,500 | $3.28 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2020-12-14 | 38,500 | $0.00 | 38,500 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2020-12-14 | 38,500 | $0.00 | 38,500 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 1,723,000 | No | 5 | G | Direct | ||
| 675,000 | No | 5 | G | Indirect | ||
| 144,264 | 2027-08-07 | No | 4 | M | Direct | |
| 1,848,000 | No | 4 | M | Direct | ||
| 1,723,000 | No | 4 | C | Direct | ||
| 375,000 | 2028-04-01 | No | 4 | M | Direct | |
| 1,761,500 | No | 4 | M | Direct | ||
| 1,723,000 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 12,500 | Indirect | By GRAT 1 |
| Class A Common Stock | 4,000 | Indirect | By GRAT 2 |
| Class A Common Stock | 3,000 | Indirect | By GRAT 3 |
Footnotes
- Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
- The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.98 to $118.97 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.00 to $119.99 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.99 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.00 to $121.99 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.00 to $122.99 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.00 to $123.9787 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.00 to $124.86 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.
- These securities are held of record by a grantor retained annuity trust for which the reporting person is the trustee and sole annuitant.
- 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.
- These securities are held of record by Lynch Holdings I LP ("Lynch Holdings LP"). Lynch Holdings GP LLC is the general partner of Lynch Holdings LP ("Lynch GP LLC"). Trusts for which the reporting holder and his spouse are trustees are the members of Lynch GP LLC and each may be deemed to share voting and investment power over the shares held by Lynch Holdings LP and each have been determined to have a pecuniary interest over the shares held by Lynch Holdings LP.
- The option vested as to 25% of the total shares on February 9, 2018, then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on February 9, 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.
- The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.
- The option vests as to 2.0833% of the total shares monthly, commencing April 15, 2018, with 100% of the total shares vested on March 15, 2022, subject to the reporting person's provision ofservice 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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