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Filing Details

Accession Number:: 0001639825-21-000334
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-17 20:06:31
Reporting Period:: 2021-11-15

Accepted Time:: 2021-11-17 20:06:31
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	Explanation
Class A Common Stock	Disposition	2021-11-10	50	$0.00	3,950	No	5	G	Indirect	By GRAT 2
Class A Common Stock	Acquisiton	2021-11-10	50	$0.00	51,350	No	5	G	Direct
Class A Common Stock	Disposition	2021-11-10	50	$0.00	2,950	No	5	G	Indirect	By GRAT 3
Class A Common Stock	Acquisiton	2021-11-10	50	$0.00	51,400	No	5	G	Direct
Class A Common Stock	Acquisiton	2021-11-15	3,749	$0.00	55,149	No	4	M	Direct
Class A Common Stock	Acquisiton	2021-11-15	2,693	$0.00	57,842	No	4	M	Direct
Class A Common Stock	Disposition	2021-11-16	2,268	$53.13	55,574	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Indirect	By GRAT 2
No	5	G	Direct
No	5	G	Indirect	By GRAT 3
No	5	G	Direct
No	4	M	Direct
No	4	M	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 A Common Stock	Class B Common Stock	Disposition	2021-11-10	675,000	$0.00	675,000	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-11-10	675,000	$0.00	675,000	$0.00
Class A Common Stock	Restricted Stock Unit (RSU)	Disposition	2021-11-15	3,749	$0.00	3,749	$0.00
Class A Common Stock	Restricted Stock Unit (RSU)	Disposition	2021-11-15	2,693	$0.00	2,693	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	5	G	Indirect
675,000	No	5	G	Indirect
56,237	No	4	M	Direct
29,628	No	4	M	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	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			1,563,000	1,563,000	Direct
Class A Common Stock	Class B Common Stock	$0.00			110,000	110,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	1,563,000	1,563,000	Direct
	110,000	110,000	Indirect

Footnotes

Represents shares of the Issuer's Class A Common Stock that the GRAT 2 transferred as a gift to the Reporting Person.
These securities are held of record by a grantor retained annuity trust for which the reporting person is the trustee and sole annuitant.
Represents shares of the Issuer's Class A Common Stock that the GRAT 3 transferred as a gift to the Reporting Person.
Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.11 to $53.3579 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.
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.
Represents shares of the Issuer's Class B Common Stock that the Lynch Holdings I LP transferred as a gift to Lynch Holdings I LP - Hydra Series.
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 person 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.
These securities are held of record by Lynch Holdings I LP - Hydra Series ("Lynch Holdings LP - Hydra Series"). Lynch Holdings GP LLC is the general partner of Lynch Holdings LP - Hydra Series ("Lynch GP LLC"). Trusts for which the reporting person 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 - Hydra Series and each have been determined to have a pecuniary interest over the shares held by Lynch Holdings LP - Hydra Series.
The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2021, with 100% of the total shares vested and exercisable on August 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.
The RSUs vest as to 8.33% of the total shares quarterly, commencing November 15, 2021, with 100% of the total shares vested on August 15, 2024, subject to the reporting person's provision of service to the issuer on each vesting date.