Form 4 for PTON PELOTON INTERACTIVE, INC.

Accepted 2021-11-18 00:00:00 ET · period of report 2021-11-16 · accession 0001104659-21-141279 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2021-11-18	2021-11-18	PTON	TCV IX Cycle, L.P.	10%, May be part of 13(d) group	P - Purchase	$46.00	+1.53M	101.2K	New	+$70.49M
D	2021-11-18	2021-11-16	PTON	TCV IX Cycle, L.P.	10%, May be part of 13(d) group	C - Cnv Deriv	$0.00	+57.1K	1.29M	+5%	$0
DMI	2021-11-18	2021-11-16	PTON	TCV IX Cycle, L.P.	10%, May be part of 13(d) group	C - Cnv Deriv	$0.00	+23.6K	99.4K	+31%	$0
DMI	2021-11-18	2021-11-16	PTON	TCV IX Cycle, L.P.	10%, May be part of 13(d) group	C - Cnv Deriv	$0.00	-23.6K	704.8K	-3%	$0
D	2021-11-18	2021-11-16	PTON	TCV IX Cycle, L.P.	10%, May be part of 13(d) group	C - Cnv Deriv	$0.00	-57.1K	9.09M	-0.6%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2021-11-18	P	A	1,084,678	$46.00	1,312,859	I TCV IX, L.P.	—	—	(F1) These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag, Management IX, and TCM IX may be deemed to beneficially own the shares held by TCV IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
2	Common	Class A Common Stock	2021-11-18	P	A	306,056	$46.00	370,440	I TCV IX (A) Opportunities, L.P.	—	—	(F2) These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX A Opportunities. Management IX is also the sole general partner of TCV IX (A), L.P. which is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag, Management IX, TCM IX, TCV IX (A), L.P. and TCV IX (A) Opportunities, Ltd. may be deemed to beneficially own the shares held by TCV IX A Opportunities but each disclaims beneficial ownership of such shares except to the except of their pecuniary interest therein.
3	Common	Class A Common Stock	2021-11-18	P	A	57,930	$46.00	70,116	I TCV IX (B), L.P.	—	—	(F3) These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag, Management IX, and TCM IX may be deemed to beneficially own the shares held by TCV IX (B) but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
4	Common	Class A Common Stock	2021-11-18	P	A	83,629	$46.00	101,221	I TCV Member Fund, L.P.	—	—	(F4) These shares are directly held by TCV Member Fund, L.P. ("TCV MF"). Mr. Hoag is a Class A Member of Management IX. Management IX is a general partner of TCV MF. Mr. Hoag is also a limited partner of TCV MF. Mr. Hoag and Management IX may be deemed to beneficially own the shares held by TCV MF but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
5	Common	Class A Common Stock	2021-11-16	C	A	57,089	$0.00	1,289,585	D TCV IX Cycle (A), L.P.	—	—	(F5) Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock. (F6) These shares are directly held by TCV IX Cycle, L.P. ("Cycle IX"). Jay C. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is the sole member of TCV IX Cycle GP, LLC ("TCV IX Cycle GP"), which in turn is the sole general partner of Cycle IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. (F7) These shares are directly held by TCV IX Cycle (A), L.P. ("Cycle A IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle A IX. Mr. Hoag, Management IX, TCM IX, TCV IX and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle A IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
6	Common	Class A Common Stock	2021-11-16	C	A	16,109	$0.00	363,879	I TCV IX Cycle (B), L.P.	—	—	(F5) Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock. (F8) These shares are directly held by TCV IX Cycle (B), L.P. ("Cycle B IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle B IX. Mr. Hoag, Management IX, TCM IX, TCV IX and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle B IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
7	Common	Class A Common Stock	2021-11-16	C	A	3,050	$0.00	68,880	I TCV IX Cycle (MF), L.P.	—	—	(F5) Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock. (F9) These shares are directly held by TCV Cycle IX (MF), L.P. ("Cycle MF IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle MF IX. Mr. Hoag is also a limited partner of TCV MF, which is the sole limited partner of Cycle MF IX. Mr. Hoag, Management IX, TCM IX, TCV IX and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle MF IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
8	Common	Class A Common Stock	2021-11-16	C	A	4,403	$0.00	99,433	I	—	—	(F5) Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
9	Derivative	Class B Common Stock	2021-11-16	C	D	16,109	$0.00	2,565,254	I TCV IX Cycle (B), L.P.	— · — to —	16,109 Class A Common Stock	(F11) The holder elected to convert the Class B Common Stock to Class A Common Stock on a 1-for-1 basis. (F8) These shares are directly held by TCV IX Cycle (B), L.P. ("Cycle B IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle B IX. Mr. Hoag, Management IX, TCM IX, TCV IX and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle B IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. (F10) 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 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.
10	Derivative	Class B Common Stock	2021-11-16	C	D	57,089	$0.00	9,091,405	D TCV IX Cycle (A), L.P.	— · — to —	57,089 Class A Common Stock	(F11) The holder elected to convert the Class B Common Stock to Class A Common Stock on a 1-for-1 basis. (F6) These shares are directly held by TCV IX Cycle, L.P. ("Cycle IX"). Jay C. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is the sole member of TCV IX Cycle GP, LLC ("TCV IX Cycle GP"), which in turn is the sole general partner of Cycle IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. (F7) These shares are directly held by TCV IX Cycle (A), L.P. ("Cycle A IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle A IX. Mr. Hoag, Management IX, TCM IX, TCV IX and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle A IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. (F10) 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 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.
11	Derivative	Class B Common Stock	2021-11-16	C	D	3,050	$0.00	485,543	I TCV IX Cycle (MF), L.P.	— · — to —	3,050 Class A Common Stock	(F11) The holder elected to convert the Class B Common Stock to Class A Common Stock on a 1-for-1 basis. (F9) These shares are directly held by TCV Cycle IX (MF), L.P. ("Cycle MF IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle MF IX. Mr. Hoag is also a limited partner of TCV MF, which is the sole limited partner of Cycle MF IX. Mr. Hoag, Management IX, TCM IX, TCV IX and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle MF IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. (F10) 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 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.
12	Derivative	Class B Common Stock	2021-11-16	C	D	4,403	$0.00	704,842	I	— · — to —	4,403 Class A Common Stock	(F11) The holder elected to convert the Class B Common Stock to Class A Common Stock on a 1-for-1 basis. (F10) 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 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.