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Filing Details

Accession Number:: 0001639825-21-000215
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-07-16 16:32:07
Reporting Period:: 2021-07-14

Accepted Time:: 2021-07-16 16:32:07
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. 441 Ninth Avenue, Sixth Floor New York NY 10001	President	Yes	Yes	No	No

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
Class A Common Stock	Acquisiton	2021-07-14	28,333	$0.00	29,633	No	4	C	Direct
Class A Common Stock	Disposition	2021-07-14	6,304	$113.71	23,329	No	4	S	Direct
Class A Common Stock	Disposition	2021-07-14	20,129	$114.85	3,200	No	4	S	Direct
Class A Common Stock	Disposition	2021-07-14	1,400	$115.81	1,800	No	4	S	Direct
Class A Common Stock	Disposition	2021-07-14	500	$116.58	1,300	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Stock Option (right to buy Class B Common Stock)	Disposition	2021-07-14	28,333	$0.00	28,333	$3.28
Class A Common Stock	Class B Common Stock	Acquisiton	2021-07-14	28,333	$0.00	28,333	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-07-14	28,333	$0.00	28,333	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
261,668	2028-04-01	No	4	M	Direct
1,641,333		No	4	M	Direct
1,613,000		No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	7,200	Indirect	By GRAT 1
Class A Common Stock	4,000	Indirect	By GRAT 2
Class A Common Stock	3,000	Indirect	By GRAT 3
Class A Common Stock	2,000	Indirect	By GRAT 4
Class A Common Stock	2,000	Indirect	By GRAT 5

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			110,000	110,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00			675,000	675,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	110,000	110,000	Indirect
	675,000	675,000	Indirect

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 $113.35 to $114.17 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 $114.44 to $115.25 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 $115.44 to $116.06 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 $116.48 to $116.64 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.
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 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.
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.
The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.
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.