SEC Filing | Peloton Interactive, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Foley John Paul

(Last)

(First)

(Middle)

C/O PELOTON INTERACTIVE, INC.

125 WEST 25TH STREET, 11TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2019

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially held	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,166,232	⁽¹⁾	D
Series A Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock⁽¹⁾	200,000	⁽²⁾	D
Stock Option (right to buy Class B Common Stock)	⁽³⁾	07/12/2025	Class B Common Stock⁽¹⁾	1,420,000	0.1875	D
Stock Option (right to buy Class B Common Stock)	⁽⁴⁾	04/19/2026	Class B Common Stock⁽¹⁾	4,600,000	1.6646	D
Stock Option (right to buy Class B Common Stock)	⁽⁵⁾	10/12/2027	Class B Common Stock⁽¹⁾	1,400,000	2.89	D
Stock Option (right to buy Class B Common Stock)	⁽⁶⁾	04/01/2028	Class B Common Stock⁽¹⁾	1,200,000	3.28	D
Stock Option (right to buy Class B Common Stock)	⁽⁷⁾	01/16/2029	Class B Common Stock⁽¹⁾	3,100,000	8.82	D
Stock Option (right to buy Class B Common Stock)	⁽⁸⁾	04/19/2026	Class B Common Stock⁽¹⁾	40,000	0.7525	I	By spouse
Stock Option (right to buy Class B Common Stock)	⁽⁶⁾	04/01/2028	Class B Common Stock⁽¹⁾	40,000	3.28	I	By spouse
Stock Option (right to buy Class B Common Stock)	⁽⁹⁾	04/25/2029	Class B Common Stock⁽¹⁾	35,000	14.59	I	By spouse
Stock Option (right to buy Class B Common Stock)	⁽¹⁰⁾	04/25/2029	Class B Common Stock⁽¹⁾	35,000	14.59	I	By spouse

Explanation of Responses:

1. 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.

2. 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.

3. The option is fully vested and exercisable.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

Remarks:

	/s/ Hisao Kushi as attorney-in-fact for John P. Foley	09/25/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.