Statement of Changes in Beneficial Ownership (4)
May 12 2020 - 4:54PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Draft Howard C. |
2. Issuer Name and Ticker or Trading Symbol
PELOTON INTERACTIVE, INC.
[
PTON
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O PELOTON INTERACTIVE, INC., 125 WEST 25TH STREET, 11TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/11/2020 |
(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/7/2020 | | G |
V
| 1207 | D | $0 | 16034 | I | By spouse |
Class A Common Stock | 5/11/2020 | | C | | 4583 (1) | A | $0 | 112067 | D | |
Class A Common Stock | 5/11/2020 | | C | | 29183 (1) | A | $0 | 141250 | D | |
Class A Common Stock | | | | | | | | 34483 | I | By Howard Craig Draft Living Trust (2) |
Class A Common Stock | | | | | | | | 17241 | I | By IRA (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Stock Option (right to buy Class B Common Stock) | $2.89 | 5/11/2020 | | M | | | 4583 | (4) | 8/7/2027 | Class B Common Stock (5) | 4583.0 | $0 | 64167 | D | |
Class B Common Stock | (5) | 5/11/2020 | | M | | 4583 | | (5) | (5) | Class A Common Stock | 4583.0 | $0 | 473347 | D | |
Class B Common Stock | (5) | 5/11/2020 | | C | | | 4583 (6) | (5) | (5) | Class A Common Stock | 4583.0 | $0 | 468764 | D | |
Stock Option (right to buy Class B Common Stock) | $8.82 | 5/11/2020 | | M | | | 29183 | (7) | 1/16/2029 | Class B Common Stock (5) | 29183.0 | $0 | 275000 | D | |
Class B Common Stock | (5) | 5/11/2020 | | M | | 29183 | | (5) | (5) | Class A Common Stock | 29183.0 | $0 | 497947 | D | |
Class B Common Stock | (5) | 5/11/2020 | | C | | | 29183 (6) | (5) | (5) | Class A Common Stock | 29183.0 | $0 | 468764 | D | |
Class B Common Stock | (5) | | | | | | | (5) | (5) | Class A Common Stock | 147661.0 | | 147661 | I | By Spouse |
Explanation of Responses: |
(1) | Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock. |
(2) | These shares are held of record by Howard Draft and Louis R Malikow, Trustees of the Howard Craig Draft Living Trust u/a/d 2/22/1991. |
(3) | These shares are held of record by Goldman Sachs, Custodian of the reporting person's IRA. |
(4) | The option vested as to 25% of the total shares on July 12, 2018 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on July 12, 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. |
(5) | 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. |
(6) | The holder elected to convert the Class B Common Stock to Class A Common Stock on a 1-for-1 basis. |
(7) | The option vests as to 2.0833% of the total shares monthly, commencing February 17, 2019, with 100% of the total shares vested on January 17, 2023, 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Draft Howard C. C/O PELOTON INTERACTIVE, INC. 125 WEST 25TH STREET, 11TH FLOOR NEW YORK, NY 10001 | X |
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Signatures
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/s/ Hisao Kushi as attorney-in-fact for Howard Draft | | 5/11/2020 |
**Signature of Reporting Person | Date |
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