0001209191-19-050725.txt : 20190925
0001209191-19-050725.hdr.sgml : 20190925
20190925175125
ACCESSION NUMBER: 0001209191-19-050725
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190925
FILED AS OF DATE: 20190925
DATE AS OF CHANGE: 20190925
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Draft Howard C.
CENTRAL INDEX KEY: 0001401466
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39058
FILM NUMBER: 191115114
MAIL ADDRESS:
STREET 1: C/O OPTIONSXPRESS HOLDINGS, INC.
STREET 2: 39 S. LASALLE STREET, SUITE 220
CITY: CHICAGO
STATE: IL
ZIP: 60603
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PELOTON INTERACTIVE, INC.
CENTRAL INDEX KEY: 0001639825
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
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
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2019-09-25
0
0001639825
PELOTON INTERACTIVE, INC.
PTON
0001401466
Draft Howard C.
C/O PELOTON INTERACTIVE, INC.
125 WEST 25TH STREET, 11TH FLOOR
NEW YORK
NY
10001
1
0
0
0
No securities beneficially held
0
D
Class B Common Stock
Class A Common Stock
229582
D
Series B Preferred Stock
Class B Common Stock
140736
D
Series F Preferred Stock
Class B Common Stock
58864
D
Series B Preferred Stock
Class B Common Stock
140736
I
By spouse
Series F Preferred Stock
Class B Common Stock
6925
I
By spouse
Stock Option (right to buy Class B Common Stock)
2.89
2027-08-07
Class B Common Stock
105417
D
Stock Option (right to buy Class B Common Stock)
3.28
2028-04-01
Class B Common Stock
103334
D
Stock Option (right to buy Class B Common Stock)
8.82
2029-01-16
Class B Common Stock
341667
D
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 initial public offering ("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.
Each share of the issuer's Series B Preferred Stock will automatically convert into one (1) share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
Each share of the issuer's Series F Preferred Stock will automatically convert into one (1) share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
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.
The option vests as to 2.0833% of the total shares monthly, commencing April 15, 2018, with 100% of the total shares vested on March 15, 2022, 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.
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.
/s/ Hisao Kushi as attorney-in-fact for Howard Draft
2019-09-25
EX-24.3_873545
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Caitlin Johnston and Hisao
Kushi, as long as they are providing services to Peloton Interactive, Inc., a
Delaware corporation (the "Company"), or any of them, the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, Forms 3, 4s and 5s in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4s and
5s and timely file such forms with the Securities and Exchange Commission and
any stock exchange or similar authority, if required; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to each such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
the Company and each such attorney-in-fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4s or 5s (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4s and 5s with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of September 16, 2019.
/s/ Howard Draft
Howard Draft