| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PELOTON INTERACTIVE, INC. [ PTON ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/16/2020 | C | 10,340,864(1) | A | (2) | 10,340,864 | I | By Subsidiary(3) | ||
| Class A Common Stock | 04/16/2020 | S | 5,200,000 | D | $34.21 | 5,140,864 | I | By Subsidiary(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (2) | 04/16/2020 | C | 10,340,864(1) | (2) | (2) | Class A Common Stock | 10,340,864 | (2) | 0 | I | By Subsidiary(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reflects the conversion by Comcast Corporation of shares of Class B common stock into shares of Class A common stock on a one-for-one basis. |
| 2. Each share of Class B common stock is convertible at any time at the option of Comcast Corporation into one share of Class A common stock. All shares of Class B common stock will automatically convert into shares of Class A common stock upon the occurrence of certain events specified in the Issuer's sixth amended and restated certificate of incorporation. Subject to such automatic conversion, the shares of Class B common stock have no expiration date. |
| 3. NBCUniversal Media, LLC is a wholly owned subsidiary of NBCUniversal, LLC; Comcast Corporation owns 100% of NBCUniversal, LLC's common equity (through wholly owned subsidiaries). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| Remarks: |
| This filing constitutes a Form 4 exit filing for the Reporting Persons, as the Reporting Persons are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended, as a result of the transactions reported herein. |
| /s/ Thomas J. Reid, Senior Executive Vice President, General Counsel and Secretary, Comcast Corporation | 04/17/2020 | |
| /s/ Thomas J. Reid, Executive Vice President, NBCUniversal, LLC | 04/17/2020 | |
| /s/ Thomas J. Reid, Executive Vice President, NBCUniversal Media, LLC | 04/17/2020 | |
| ** 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). | ||
| 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. | ||
Exhibit 99.1
Joint Filer Information
Each of the following joint filers has designated Comcast Corporation as the “Designated Filer” for purposes of the attached Form 4:
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NBCUniversal, LLC 30 Rockefeller Plaza New York, NY 10112 |
| 2. |
NBCUniversal Media, LLC 30 Rockefeller Plaza New York, NY 10112 |
Date of Event Requiring Statement: April 16, 2020
Issuer Name and Ticker or Trading Symbol: Peloton Interactive, Inc. [PTON]
NBCUNIVERSAL, LLC
| By: |
/s/ Thomas J. Reid |
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| Name: Thomas J. Reid | ||
| Title: Executive Vice President |
NBCUNIVERSAL MEDIA, LLC
| By: |
/s/ Thomas J. Reid |
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| Name: Thomas J. Reid | ||
| Title: Executive Vice President |
Date: April 17, 2020