0001104659-20-124605.txt : 20201112
0001104659-20-124605.hdr.sgml : 20201112
20201112214529
ACCESSION NUMBER: 0001104659-20-124605
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201110
FILED AS OF DATE: 20201112
DATE AS OF CHANGE: 20201112
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CALLAGHAN JON
CENTRAL INDEX KEY: 0001642681
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39058
FILM NUMBER: 201308954
MAIL ADDRESS:
STREET 1: C/O TRUE VENTURES
STREET 2: 530 LYTTON AVE, STE 303
CITY: PALO ALTO
STATE: CA
ZIP: 94301
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: 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
tm2035899-1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-11-10
0
0001639825
PELOTON INTERACTIVE, INC.
PTON
0001642681
CALLAGHAN JON
575 HIGH STREET, SUITE 400
PALO ALTO
CA
94301
1
0
0
0
Class A Common Stock
2020-11-10
4
C
0
3283515
0.00
A
3283515
I
By True Ventures IV, L.P.
Class A Common Stock
2020-11-10
4
J
0
3283515
0.00
D
0
I
By True Ventures IV, L.P.
Class A Common Stock
2020-11-10
4
J
0
709237
0.00
A
709237
I
By True Venture Partners IV, L.L.C.
Class A Common Stock
2020-11-10
4
J
0
709237
0.00
D
0
I
By True Venture Partners IV, L.L.C.
Class A Common Stock
2020-11-10
4
C
0
706869
0.00
A
706869
I
By True Ventures Select I, L.P.
Class A Common Stock
2020-11-10
4
J
0
706869
0.00
D
0
I
By True Ventures Select I, L.P.
Class A Common Stock
2020-11-10
4
J
0
152683
0.00
A
152683
I
By True Venture Partners Select I, L.L.C.
Class A Common Stock
2020-11-10
4
J
0
152683
0.00
D
0
I
By True Venture Partners Select I, L.L.C.
Class A Common Stock
2020-11-10
4
C
0
498573
0.00
A
498573
I
By True Ventures Select II, L.P.
Class A Common Stock
2020-11-10
4
J
0
498573
0.00
D
0
I
By True Ventures Select II, L.P.
Class A Common Stock
2020-11-10
4
J
0
107691
0.00
A
107691
I
By True Venture Partners Select II, L.L.C.
Class A Common Stock
2020-11-10
4
J
0
107691
0.00
D
0
I
By True Venture Partners Select II, L.L.C.
Class A Common Stock
2020-11-10
4
C
0
617512
0.00
A
617512
I
By True Ventures Select III, L.P.
Class A Common Stock
2020-11-10
4
J
0
617512
0.00
D
0
I
By True Ventures Select III, L.P.
Class A Common Stock
2020-11-10
4
J
0
12353
0.00
A
12353
I
By True Venture Partners Select III, L.L.C.
Class A Common Stock
2020-11-10
4
J
0
12353
0.00
D
0
I
By True Venture Partners Select III, L.L.C.
Class A Common Stock
2020-11-10
4
J
0
17706
0.00
A
58713
I
By True Venture Management, L.L.C.
Class A Common Stock
2020-11-10
4
J
0
204313
0.00
A
919597
I
See footnote
Class A Common Stock
2020-11-11
4
S
0
2100
100.8633
D
917497
I
See footnote
Class A Common Stock
2020-11-11
4
S
0
5100
101.6519
D
912397
I
See footnote
Class A Common Stock
2020-11-11
4
S
0
1300
102.5700
D
911097
I
See footnote
Class A Common Stock
2020-11-11
4
S
0
800
103.5925
D
910297
I
See footnote
Class A Common Stock
2020-11-11
4
S
0
1404
105.0105
D
908893
I
See footnote
Class A Common Stock
2020-11-11
4
S
0
2146
105.9888
D
906747
I
See footnote
Class A Common Stock
2020-11-11
4
S
0
2150
106.7253
D
904597
I
See footnote
Class B Common Stock
2020-11-10
4
C
0
3283515
0.00
D
Class A Common Stock
3283515
0
I
By True Ventures IV, L.P.
Class B Common Stock
2020-11-10
4
C
0
706869
0.00
D
Class A Common Stock
706869
0
I
By True Ventures Select I, L.P.
Class B Common Stock
2020-11-10
4
C
0
498573
0.00
D
Class A Common Stock
498573
0
I
By True Ventures Select II, L.P.
Class B Common Stock
2020-11-10
4
C
0
617512
0.00
D
Class A Common Stock
617512
0
I
By True Ventures Select III, L.P.
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, (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.
These securities are held of record by True Ventures IV, L.P., True Ventures Select I, L.P., True Ventures Select II, L.P., True Ventures Select III, L.P., True Venture Partners IV, L.L.C., True Venture Partners Select I, L.L.C., True Venture Partners Select II, L.L.C. and True Venture Partners Select III, L.L.C., as applicable. True Venture Partners IV, L.L.C. is the general partner of True Ventures IV, L.P., True Venture Partners Select I, L.L.C. is the general partner of True Ventures Select I, L.P., True Venture Partners Select II, L.L.C. is the general partner of True Ventures Select II, L.P., and True Venture Partners Select III, L.L.C. is the general partner of True Ventures Select III, L.P. Jon Callaghan and Philip Black are the managing members of each of True Ventures IV, L.L.C., True Venture Partners Select I, L.L.C., True Venture Partners Select II, L.L.C, and True Venture Partners Select III, L.L.C..
The reported securities are held of record by True Ventures IV, L.P. for itself and as nominee for True Ventures IV-A, L.P.
Represents a pro-rata, in-kind distribution by True Ventures IV, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
Represents a pro-rata, in-kind distribution by True Venture Partners IV, L.L.C., without additional consideration, to its members and assigns.
Represents a pro-rata, in-kind distribution by True Ventures Select I, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
Represents a pro-rata, in-kind distribution by True Venture Partners Select I, L.L.C., without additional consideration, to its members and assigns.
Represents a pro-rata, in-kind distribution by True Ventures Select II, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
Represents a pro-rata, in-kind distribution by True Venture Partners Select II, L.L.C., without additional consideration, to its members and assigns.
Represents a pro-rata, in-kind distribution by True Ventures Select III, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
Represents a pro-rata, in-kind distribution by True Venture Partners Select III, L.L.C., without additional consideration, to its members and assigns.
These securities are held of record by True Venture Management, L.L.C., which is controlled by Jon Callaghan and Philip D. Black.
These securities are held of record by a family trust controlled by Jon Callaghan.
The sales reported were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.1000 to $101.0800, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.1500 to $102.0400, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.1700 to $103.1000, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.2400 to $103.9900, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.3700 to $105.3600, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.3900 to $106.3800, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.4100 to $107.2400, 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 of the Reporting Persons disclaims existence of a "group" and disclaims beneficial ownership over such securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with True Ventures and their associated managing members. James G. Stewart has signed this Form 4 as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.
/s James G. Stewart, attorney-in-fact for Jon Callaghan
2020-11-12