0001639825-21-000334.txt : 20211117 0001639825-21-000334.hdr.sgml : 20211117 20211117200631 ACCESSION NUMBER: 0001639825-21-000334 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211115 FILED AS OF DATE: 20211117 DATE AS OF CHANGE: 20211117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LYNCH WILLIAM CENTRAL INDEX KEY: 0001441013 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 211422251 MAIL ADDRESS: STREET 1: C/O HSN, INC. STREET 2: 1 HSN DRIVE CITY: ST. PETERSBURG STATE: FL ZIP: 33729 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_163719757099850.xml FORM 4 X0306 4 2021-11-15 0 0001639825 PELOTON INTERACTIVE, INC. PTON 0001441013 LYNCH WILLIAM C/O PELOTON INTERACTIVE, INC. 441 NINTH AVENUE, SIXTH FLOOR NEW YORK NY 10001 1 1 0 0 President Class A Common Stock 2021-11-10 5 G 0 E 50 0 D 3950 I By GRAT 2 Class A Common Stock 2021-11-10 5 G 0 E 50 0 A 51350 D Class A Common Stock 2021-11-10 5 G 0 E 50 0 D 2950 I By GRAT 3 Class A Common Stock 2021-11-10 5 G 0 E 50 0 A 51400 D Class A Common Stock 2021-11-15 4 M 0 3749 A 55149 D Class A Common Stock 2021-11-15 4 M 0 2693 A 57842 D Class A Common Stock 2021-11-16 4 S 0 2268 53.1323 D 55574 D Class A Common Stock 7200 I By GRAT 1 Class A Common Stock 2000 I By GRAT 4 Class A Common Stock 2000 I By GRAT 5 Class B Common Stock 2021-11-10 5 G 0 E 675000 0 D Class A Common Stock 675000.0 0 I By limited partnership Class B Common Stock 2021-11-10 5 G 0 E 675000 0 A Class A Common Stock 675000.0 675000 I By Lynch Holdings I LP - Hydra Series Restricted Stock Unit (RSU) 2021-11-15 4 M 0 3749 0 D Class A Common Stock 3749.0 56237 D Restricted Stock Unit (RSU) 2021-11-15 4 M 0 2693 0 D Class A Common Stock 2693.0 29628 D Class B Common Stock Class A Common Stock 1563000.0 1563000 D Class B Common Stock Class A Common Stock 110000.0 110000 I By GRAT 6 Represents shares of the Issuer's Class A Common Stock that the GRAT 2 transferred as a gift to the Reporting Person. These securities are held of record by a grantor retained annuity trust for which the reporting person is the trustee and sole annuitant. Represents shares of the Issuer's Class A Common Stock that the GRAT 3 transferred as a gift to the Reporting Person. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.11 to $53.3579 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. 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. Represents shares of the Issuer's Class B Common Stock that the Lynch Holdings I LP transferred as a gift to Lynch Holdings I LP - Hydra Series. These securities are held of record by Lynch Holdings I LP ("Lynch Holdings LP"). Lynch Holdings GP LLC is the general partner of Lynch Holdings LP ("Lynch GP LLC"). Trusts for which the reporting person and his spouse are trustees are the members of Lynch GP LLC and each may be deemed to share voting and investment power over the shares held by Lynch Holdings LP and each have been determined to have a pecuniary interest over the shares held by Lynch Holdings LP. These securities are held of record by Lynch Holdings I LP - Hydra Series ("Lynch Holdings LP - Hydra Series"). Lynch Holdings GP LLC is the general partner of Lynch Holdings LP - Hydra Series ("Lynch GP LLC"). Trusts for which the reporting person and his spouse are trustees are the members of Lynch GP LLC and each may be deemed to share voting and investment power over the shares held by Lynch Holdings LP - Hydra Series and each have been determined to have a pecuniary interest over the shares held by Lynch Holdings LP - Hydra Series. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2021, with 100% of the total shares vested and exercisable on August 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date. The RSUs vest as to 8.33% of the total shares quarterly, commencing November 15, 2021, with 100% of the total shares vested on August 15, 2024, subject to the reporting person's provision of service to the issuer on each vesting date. /s/ Bart Goldstein as attorney-in-fact for William Lynch 2021-11-17