0001209191-19-050734.txt : 20190925 0001209191-19-050734.hdr.sgml : 20190925 20190925190657 ACCESSION NUMBER: 0001209191-19-050734 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190925 FILED AS OF DATE: 20190925 DATE AS OF CHANGE: 20190925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foley John Paul CENTRAL INDEX KEY: 0001789085 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 191115278 MAIL ADDRESS: STREET 1: C/O PELOTON INTERACTIVE, INC. STREET 2: 125 WEST 25TH STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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 0001789085 Foley John Paul C/O PELOTON INTERACTIVE, INC. 125 WEST 25TH STREET, 11TH FLOOR NEW YORK NY 10001 1 1 0 0 COB and CEO No securities beneficially held 0 D Class B Common Stock Class A Common Stock 6166232 D Series A Preferred Stock Class B Common Stock 200000 D Stock Option (right to buy Class B Common Stock) 0.1875 2025-07-12 Class B Common Stock 1420000 D Stock Option (right to buy Class B Common Stock) 1.6646 2026-04-19 Class B Common Stock 4600000 D Stock Option (right to buy Class B Common Stock) 2.89 2027-10-12 Class B Common Stock 1400000 D Stock Option (right to buy Class B Common Stock) 3.28 2028-04-01 Class B Common Stock 1200000 D Stock Option (right to buy Class B Common Stock) 8.82 2029-01-16 Class B Common Stock 3100000 D Stock Option (right to buy Class B Common Stock) 0.7525 2026-04-19 Class B Common Stock 40000 I By spouse Stock Option (right to buy Class B Common Stock) 3.28 2028-04-01 Class B Common Stock 40000 I By spouse Stock Option (right to buy Class B Common Stock) 14.59 2029-04-25 Class B Common Stock 35000 I By spouse Stock Option (right to buy Class B Common Stock) 14.59 2029-04-25 Class B Common Stock 35000 I By spouse 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 A 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 is fully vested and exercisable. The option vests as to 2.0833% of the total shares monthly, commencing February 1, 2016, with 100% of the total shares vested on January 1, 2020, 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 September 25, 2017, with 100% of the total shares vested on August 25, 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. The option vests as to 2.0833% of the total shares monthly, commencing February 29, 2016, with 100% of the total shares vested on January 29, 2020, 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 May 24, 2019, with 100% of the total shares vested on April 24, 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. The option vests as to 40% of the total shares February 1, 2023, 30% of the total shares on February 1, 2024 and the remaining 30% of the total shares on February 1, 2026, 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 John P. Foley 2019-09-25