Chief Supply Chain Officer Rendich Andrew S sold $260,129 worth of shares (82,447 units at $3.16) and converted options into 157,685 shares, increasing direct ownership by 66% to 188,526 units (SEC Form 4)
$PTON
Recreational Games/Products/Toys
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PELOTON INTERACTIVE, INC. [ PTON ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/15/2024 | M | 7,964 | A | (1) | 121,252 | D | |||
| Class A Common Stock | 08/15/2024 | M | 30,658 | A | (1) | 151,910 | D | |||
| Class A Common Stock | 08/15/2024 | M | 12,250 | A | (1) | 164,160 | D | |||
| Class A Common Stock | 08/15/2024 | M | 45,000 | A | (1) | 209,160 | D | |||
| Class A Common Stock | 08/15/2024 | M | 61,813 | A | (1) | 270,973 | D | |||
| Class A Common Stock | 08/16/2024 | S(2) | 82,447 | D | $3.1551 | 188,526(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit (RSU) | (1) | 08/15/2024 | M | 7,964 | (4) | (4) | Class A Common Stock | 7,964 | $0 | 55,752 | D | ||||
| Restricted Stock Unit (RSU) | (1) | 08/15/2024 | M | 30,658 | (5) | (5) | Class A Common Stock | 30,658 | $0 | 245,260 | D | ||||
| Restricted Stock Unit (RSU) | (1) | 08/15/2024 | M | 12,250 | (6) | (6) | Class A Common Stock | 12,250 | $0 | 122,506 | D | ||||
| Restricted Stock Unit (RSU) | (1) | 08/15/2024 | M | 45,000 | (7) | (7) | Class A Common Stock | 45,000 | $0 | 540,000 | D | ||||
| Restricted Stock Unit (RSU) | (1) | 08/15/2024 | M | 61,813 | (8) | (8) | Class A Common Stock | 61,813 | $0 | 865,385 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the issuer's Class A common stock upon settlement for no consideration. |
| 2. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs. |
| 3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.1550 to $3.1700 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. |
| 4. The RSU vests as to 25% of the total shares on May 15, 2023, then 6.25% of the total shares vest quarterly with 100% of the total shares vested on May 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date. |
| 5. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2022, with 100% of the total shares vested on August 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date. |
| 6. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2023, with 100% of the total shares vested on February 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date. |
| 7. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date. |
| 8. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2024, with 100% of the total shares vested on February 15, 2028, subject to the reporting person's provision of service to the issuer on each vesting date. |
| Remarks: |
| /s/ Bart Goldstein as attorney-in-fact for Andrew S. Rendich | 08/19/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||