0001104659-21-141279.txt : 20211118 0001104659-21-141279.hdr.sgml : 20211118 20211118172304 ACCESSION NUMBER: 0001104659-21-141279 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211116 FILED AS OF DATE: 20211118 DATE AS OF CHANGE: 20211118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV Member Fund, L.P. CENTRAL INDEX KEY: 0001361345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211425428 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-8233 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Crossover Management IX, Ltd. CENTRAL INDEX KEY: 0001698264 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211425427 BUSINESS ADDRESS: STREET 1: C/O TECHNOLOGY CROSSOVER VENTURES STREET 2: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: C/O TECHNOLOGY CROSSOVER VENTURES STREET 2: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV IX, L.P. CENTRAL INDEX KEY: 0001666730 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211425430 BUSINESS ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)614-8200 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV IX (B), L.P. CENTRAL INDEX KEY: 0001666760 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211425429 BUSINESS ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)614-8200 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV IX Cycle (A), L.P. CENTRAL INDEX KEY: 0001788967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211425433 BUSINESS ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Crossover Management IX, L.P. CENTRAL INDEX KEY: 0001698927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211425426 BUSINESS ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV IX Cycle, L.P. CENTRAL INDEX KEY: 0001788958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211425434 BUSINESS ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV IX Cycle (MF), L.P. CENTRAL INDEX KEY: 0001788962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211425431 BUSINESS ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV IX Cycle (B), L.P. CENTRAL INDEX KEY: 0001788966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211425432 BUSINESS ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PELOTON INTERACTIVE, INC. CENTRAL INDEX KEY: 0001639825 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 473533761 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: C/O PELOTON INTERACTIVE, INC. STREET 2: 125 W. 25TH ST., 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 866-679-9129 MAIL ADDRESS: STREET 1: C/O PELOTON INTERACTIVE, INC. STREET 2: 125 W. 25TH ST., 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: Peloton Interactive, Inc. DATE OF NAME CHANGE: 20150416 4 1 tm2133308-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-11-16 0 0001639825 PELOTON INTERACTIVE, INC. PTON 0001788958 TCV IX Cycle, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 1 1 May be part of 13(d) group 0001788967 TCV IX Cycle (A), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of 13(d) group 0001788966 TCV IX Cycle (B), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of 13(d) group 0001788962 TCV IX Cycle (MF), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of 13(d) group 0001666730 TCV IX, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 1 1 May be part of 13(d) group 0001666760 TCV IX (B), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of 13(d) group 0001361345 TCV Member Fund, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of 13(d) group 0001698264 Technology Crossover Management IX, Ltd. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 1 1 May be part of 13(d) group 0001698927 Technology Crossover Management IX, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 1 1 May be part of 13(d) group Class A Common Stock 2021-11-18 4 P 0 1084678 46 A 1312859 I TCV IX, L.P. Class A Common Stock 2021-11-18 4 P 0 306056 46 A 370440 I TCV IX (A) Opportunities, L.P. Class A Common Stock 2021-11-18 4 P 0 57930 46 A 70116 I TCV IX (B), L.P. Class A Common Stock 2021-11-18 4 P 0 83629 46 A 101221 I TCV Member Fund, L.P. Class A Common Stock 2021-11-16 4 C 0 57089 0 A 1289585 D Class A Common Stock 2021-11-16 4 C 0 16109 0 A 363879 I TCV IX Cycle (A), L.P. Class A Common Stock 2021-11-16 4 C 0 3050 0 A 68880 I TCV IX Cycle (B), L.P. Class A Common Stock 2021-11-16 4 C 0 4403 0 A 99433 I TCV IX Cycle (MF), L.P. Class B Common Stock 2021-11-16 4 C 0 57089 0 D Class A Common Stock 57089 9091405 D Class B Common Stock 2021-11-16 4 C 0 16109 0 D Class A Common Stock 16109 2565254 I TCV IX Cycle (A), L.P. Class B Common Stock 2021-11-16 4 C 0 3050 0 D Class A Common Stock 3050 485543 I TCV IX Cycle (B), L.P. Class B Common Stock 2021-11-16 4 C 0 4403 0 D Class A Common Stock 4403 704842 I TCV IX Cycle (MF), L.P. These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is 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, Management IX, and TCM IX may be deemed to beneficially own the shares held by TCV IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Mr. Hoag is 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 Opportunities. Management IX is also the sole general partner of TCV IX (A), L.P. which is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag, Management IX, TCM IX, TCV IX (A), L.P. and TCV IX (A) Opportunities, Ltd. may be deemed to beneficially own the shares held by TCV IX A Opportunities but each disclaims beneficial ownership of such shares except to the except of their pecuniary interest therein. These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is 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, Management IX, and TCM IX may be deemed to beneficially own the shares held by TCV IX (B) but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. These shares are directly held by TCV Member Fund, L.P. ("TCV MF"). Mr. Hoag is a Class A Member of Management IX. Management IX is a general partner of TCV MF. Mr. Hoag is also a limited partner of TCV MF. Mr. Hoag and Management IX may be deemed to beneficially own the shares held by TCV MF but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock. These shares are directly held by TCV IX Cycle, L.P. ("Cycle IX"). Jay C. Hoag is 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, which in turn is the sole member of TCV IX Cycle GP, LLC ("TCV IX Cycle GP"), which in turn is the sole general partner of Cycle IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. These shares are directly held by TCV IX Cycle (A), L.P. ("Cycle A IX"). Mr. Hoag is 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, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle A IX. Mr. Hoag, Management IX, TCM IX, TCV IX and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle A IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. These shares are directly held by TCV IX Cycle (B), L.P. ("Cycle B IX"). Mr. Hoag is 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, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle B IX. Mr. Hoag, Management IX, TCM IX, TCV IX and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle B IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. These shares are directly held by TCV Cycle IX (MF), L.P. ("Cycle MF IX"). Mr. Hoag is 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, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle MF IX. Mr. Hoag is also a limited partner of TCV MF, which is the sole limited partner of Cycle MF IX. Mr. Hoag, Management IX, TCM IX, TCV IX and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle MF IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each share of the issuer's Class B Common Stock will automatically be converted 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 IPO, (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. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV X Cycle, L.P., TCV X Cycle (A), L.P., TCV X Cycle (B), L.P., TCV X Cycle (MF), L.P., TCV X, L.P., TCV X (A), L.P., TCV X (B), L.P., TCV X Member Fund, L.P., Technology Crossover Management X, L.P., Technology Crossover Management X, Ltd., and Jay C. Hoag on November 18, 2021. /s/ Frederic D. Fenton, Authorized Signatory for TCV IX Cycle, L.P. 2021-11-18 /s/ Frederic D. Fenton, Authorized Signatory for TCV IX Cycle (A), L.P. 2021-11-18 /s/ Frederic D. Fenton, Authorized Signatory for TCV IX Cycle (B), L.P. 2021-11-18 /s/ Frederic D. Fenton, Authorized Signatory for TCV IX (B), L.P. 2021-11-18 /s/ Frederic D. Fenton, Authorized Signatory for TCV IX Cycle (MF), L.P. 2021-11-18 /s/ Frederic D. Fenton, Authorized Signatory for TCV IX, L.P. 2021-11-18 /s/ Frederic D. Fenton, Authorized Signatory for TCV IX (A) Opportunities, L.P. 2021-11-18 /s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management IX, L.P. 2021-11-18 /s/ Frederic D. Fenton, Authorized Signatory Technology Crossover Management IX, Ltd. 2021-11-18 /s/ Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P. 2021-11-18