0001639825-21-000171.txt : 20210519 0001639825-21-000171.hdr.sgml : 20210519 20210519163911 ACCESSION NUMBER: 0001639825-21-000171 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210517 FILED AS OF DATE: 20210519 DATE AS OF CHANGE: 20210519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Draft Howard C. CENTRAL INDEX KEY: 0001401466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 21940824 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: [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 wf-form4_162145673034746.xml FORM 4 X0306 4 2021-05-17 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 Class A Common Stock 2021-05-17 4 C 0 4583 0 A 268750 D Class A Common Stock 2021-05-17 4 C 0 3333 0 A 272083 D Class A Common Stock 2021-05-17 4 C 0 7084 0 A 279167 D Class A Common Stock 2021-05-17 4 S 0 2583 90.2027 D 276584 D Class A Common Stock 2021-05-17 4 S 0 3059 91.1149 D 273525 D Class A Common Stock 2021-05-17 4 S 0 5347 92.035 D 268178 D Class A Common Stock 2021-05-17 4 S 0 1500 93.4853 D 266678 D Class A Common Stock 2021-05-17 4 S 0 1311 94.2533 D 265367 D Class A Common Stock 2021-05-17 4 S 0 800 95.5187 D 264567 D Class A Common Stock 2021-05-17 4 S 0 400 96.455 D 264167 D Class A Common Stock 2021-05-17 4 S 0 900 90.1522 D 122795 I By Spouse Class A Common Stock 2021-05-17 4 S 0 1400 91.2293 D 121395 I By Spouse Class A Common Stock 2021-05-17 4 S 0 1300 92.0588 D 120095 I By Spouse Class A Common Stock 2021-05-17 4 S 0 600 93.49 D 119495 I By Spouse Class A Common Stock 2021-05-17 4 S 0 400 94.1125 D 119095 I By Spouse Class A Common Stock 2021-05-17 4 S 0 400 95.9475 D 118695 I By Spouse Class A Common Stock 34483 I By Howard Craig Draft Living Trust Class A Common Stock 17241 I By IRA Stock Option (right to buy Class B Common Stock) 2.89 2021-05-17 4 M 0 4583 0 D 2027-08-07 Class B Common Stock 4583.0 9167 D Class B Common Stock 2021-05-17 4 M 0 4583 0 A Class A Common Stock 4583.0 307515 D Class B Common Stock 2021-05-17 4 C 0 4583 0 D Class A Common Stock 4583.0 302932 D Stock Option (right to buy Class B Common Stock) 3.28 2021-05-17 4 M 0 3333 0 D 2028-04-01 Class B Common Stock 3333.0 33334 D Class B Common Stock 2021-05-17 4 M 0 3333 0 A Class A Common Stock 3333.0 306265 D Class B Common Stock 2021-05-17 4 C 0 3333 0 D Class A Common Stock 3333.0 302932 D Stock Option (right to buy Class B Common Stock) 8.82 2021-05-17 4 M 0 7084 0 D 2029-01-16 Class B Common Stock 7084.0 235000 D Class B Common Stock 2021-05-17 4 M 0 7084 0 A Class A Common Stock 7084.0 310016 D Class B Common Stock 2021-05-17 4 C 0 7084 0 D Class A Common Stock 7084.0 302932 D Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.62 to $90.58 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.62 to $91.55 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.66 to $92.65 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.84 to $93.68 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.96 to $94.81 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.09 to $95.95 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.44 to $96.49 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.61 to $90.58 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.70 to $91.68 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.73 to $92.29 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.84 to $93.75 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.84 to $94.43 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.57 to $96.49 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. 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. These shares are held of record by Goldman Sachs, Custodian of the reporting person's IRA. 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. 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. The holder elected to convert the Class B Common Stock to Class A Common Stock on a 1-for-1 basis. 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 2021-05-19