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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Hoag Jay C (Last) (First) (Middle) 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (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) 12/06/2023
	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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/06/2023		M		7,267	A	(1)	29,632	D(5)
Class A Common Stock	12/06/2023		M		281	A	(1)	29,913	D(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	12/06/2023		M			7,267	(2)	(2)	Class A Common Stock	7,267	$0.00	0	D(5)
Restricted Stock Unit (RSU)	(1)	12/06/2023		M			281	(3)	(3)	Class A Common Stock	281	$0.00	0	D(5)
Restricted Stock Unit (RSU)	(1)	12/07/2023		A		59,650		(4)	(4)	Class A Common Stock	59,650	$0.00	59,650	D(5)

Explanation of Responses:

1. Each RSU represents a contingent right to receive one (1) share of the issuer's Class A common stock upon settlement for no consideration.

2. The RSU vests as to 25% of the total shares quarterly on each of March 6, 2023, June 6, 2023 and September 6, 2023, with the final 25% vesting on the earlier of (i) December 6, 2023 and (ii) the 2023 annual stockholders meeting, subject to the reporting person's provision of service to the issuer on each vesting date.

3. The RSUs vest as to 33.3% of the total shares on each of June 6, 2023, September 6, 2023 and the earlier of (i) December 6, 2023 and (ii) the 2023 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 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.

5. Jay C. Hoag has sole voting and dispositive power over the options, RSUs, and shares he holds directly. However, TCV IX Management, L.L.C. and TCV X Management, L.L.C. collectively have a right to 100% of the pecuniary interest in such securities. Jay C. Hoag is a member of TCV IX Management, L.L.C. and TCV X Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options, RSUs and the shares to be received upon the exercise of such options or vesting of such RSUs except to the extent of his pecuniary interest therein.

	/s/ Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	12/08/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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