Director Hoag Jay C converted options into 12,698 shares (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) 03/03/2025 | ||||||||||||||||||||||||||
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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 | 03/03/2025(1) | M | 6,349 | A | (3) | 110,428 | D(5) | |||
| Class A Common Stock | 06/03/2025(2) | M | 6,349 | A | (3) | 116,777 | D(5) | |||
| Class A Common Stock | 2,602,444 | I | TCV IX, L.P.(6) | |||||||
| Class A Common Stock | 734,319 | I | TCV IX (A) Opportunities, L.P.(7) | |||||||
| Class A Common Stock | 138,996 | I | TCV IX (B), L.P.(8) | |||||||
| Class A Common Stock | 200,654 | I | TCV Member Fund, L.P.(9) | |||||||
| Class A Common Stock | 1,878,926 | I | TCV X, L.P.(10) | |||||||
| Class A Common Stock | 465,945 | I | TCV X (A) Blocker, L.P.(11) | |||||||
| Class A Common Stock | 91,608 | I | TCV X (B), L.P.(12) | |||||||
| Class A Common Stock | 105,147 | I | TCV X Member Fund, L.P.(13) | |||||||
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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) | (3) | 03/03/2025 | M | 6,349 | (4) | (4) | Class A Common Stock | 6,349 | $0.00 | 19,047 | D(5) | ||||
| Restricted Stock Unit (RSU) | (3) | 06/03/2025 | M | 6,349 | (4) | (4) | Class A Common Stock | 6,349 | $0.00 | 12,698 | D(5) | ||||
| Explanation of Responses: |
| 1. The shares vested on March 3, 2025. The late filing is due to an inadvertent administrative oversight. |
| 2. The shares vested on June 3, 2025. The late filing is due to an inadvertent administrative oversight. |
| 3. 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. |
| 4. The RSUs vest as to 25% of the total shares quarterly on each of March 3, 2025, June 3, 2025 and September 3, 2025, with the final 25% vesting on the earlier of (i) December 3, 2025 and (ii) the 2025 annual stockholders meeting, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 5. Jay C. Hoag has sole voting and dispositive power over the RSUs and shares he holds directly. However, TCV IX Management, L.L.C. and TCV X Management, L.L.C., collectively, have a right to 100% of the pecuniary interest in such securities. Mr. Hoag is a member of TCV IX Management, L.L.C. and TCV X Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options, RSUs and the shares to be received upon the exercise of such options or vesting of such RSUs except to the extent of his pecuniary interest therein. |
| 6. These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Director and a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 7. These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Jay C. Hoag is a Class A Director and a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (A), L.P., which in turn is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX A Opportunities but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 8. These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Director and a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV IX (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 9. These shares are directly held by TCV Member Fund, L.P. ("Member Fund"). Jay C. Hoag is a limited partner of Member Fund and a Class A Director and a Class A Member of Management IX. Management IX is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 10. These shares are directly held by TCV X, L.P. ("TCV X"). Jay C. Hoag is a Class A Director and 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. Mr. Hoag may be deemed to beneficially own the shares held by TCV X, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 11. These shares are directly held by TCV X (A) Blocker, L.P. ("TCV X A Blocker"). Jay C. Hoag is a Class A Director and 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), L.P., which in turn is sole shareholder of TCV X (A) Blocker, Ltd., which in turn is the sole limited partner of TCV X A Blocker. Mr. Hoag may be deemed to beneficially own the shares held by TCV X A Blocker but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 12. These shares are directly held by TCV X (B), L.P. ("TCV X (B)"). Jay C. Hoag is a Class A Director and 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 (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV X (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 13. These shares are directly held by TCV X Member Fund, L.P. ("TCV X Member Fund"). Jay C. Hoag is a Class A Director and a Class A Member of Management X and a limited partner of TCV X Member Fund. Management X is the sole general partner of TCV X Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by TCV X Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| /s/ Frederic D. Fenton, Authorized Signatory for Jay C. Hoag | 07/08/2025 | |
| ** 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. | ||