SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MENDEZ ANGEL L

(Last)

(First)

(Middle)

C/O PELOTON INTERACTIVE, INC.

441 NINTH AVENUE, SIXTH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PELOTON INTERACTIVE, INC. [ PTON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/03/2024		M		14,254	A	⁽¹⁾	87,701	D
Class A Common Stock	12/03/2024		M		807	A	⁽¹⁾	88,508	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	⁽¹⁾	12/03/2024		M			14,254	⁽²⁾	⁽²⁾	Class A Common Stock	14,254	$0	0	D
Restricted Stock Unit (RSU)	⁽¹⁾	12/03/2024		M			807	⁽³⁾	⁽³⁾	Class A Common Stock	807	$0	0	D
Restricted Stock Unit (RSU)	⁽¹⁾	12/03/2024		A		25,396		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	25,396	$0	25,396	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. The RSUs vest as to 25% of the total shares quarterly on each of March 7, 2024, June 7, 2024 and September 7, 2024, with the final 25% vesting on the earlier of (i) December 7, 2024 and (ii) the 2024 annual stockholders meeting, subject to the reporting person's provision of service to the issuer on each vesting date.

3. Grant of RSUs pursuant to the issuer's non-employee director compensation program following the May 2, 2024 appointment as Chair of the Audit Committee of the Board of Directors, which has been prorated for the time period from the effective date of the appointment to the date of the Company's 2024 annual meeting of stockholders. The RSUs vest as to 33.3% of the total shares on each of June 7, 2024, September 7, 2024 and the earlier of (i) December 7, 2024 and (ii) the 2024 annual stockholders meeting, subject to the reporting person's provision of service to the issuer on each vesting date.

4. The RSUs vest as to 25% of the total shares quarterly on each of March 3, 2025, June 3, 2025 and September 3, 2025, with the final 25% vesting on the earlier of (i) December 3, 2025 and (ii) the 2025 annual stockholders meeting, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tammy Albarran as attorney-in-fact for Angel L. Mendez	12/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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