Form 4 PELOTON INTERACTIVE, For: Jun 14 Filed by: LYNCH WILLIAM

June 16, 2021 4:32 PM EDT

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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 *
LYNCH WILLIAM

(Last) (First) (Middle)
C/O PELOTON INTERACTIVE, INC.
441 NINTH AVENUE, SIXTH FLOOR

(Street)
NEW YORK NY 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
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 06/14/2021   C   28,333 (1) A $ 0 29,633 D  
Class A Common Stock 06/14/2021   S (2)   16,309 D $ 112.115 (3) 13,324 D  
Class A Common Stock 06/14/2021   S (2)   10,624 D $ 113.0153 (4) 2,700 D  
Class A Common Stock 06/14/2021   S (2)   1,300 D $ 114.0669 (5) 1,400 D  
Class A Common Stock 06/14/2021   S (2)   100 D $ 114.66 1,300 D  
Class A Common Stock               7,200 I By GRAT 1 (6)
Class A Common Stock               4,000 I By GRAT 2 (6)
Class A Common Stock               3,000 I By GRAT 3 (6)
Class A Common Stock               2,000 I By GRAT 4 (6)
Class A Common Stock               2,000 I By GRAT 5 (6)
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
Stock Option (right to buy Class B Common Stock) $ 3.28 06/14/2021   M     28,333   (7) 04/01/2028 Class B Common Stock (8) 28,333.00 $ 0 290,001 D  
Class B Common Stock (8) 06/14/2021   M   28,333     (8)   (8) Class A Common Stock 28,333.00 $ 0 1,641,333 D  
Class B Common Stock (8) 06/14/2021   C     28,333 (9)   (8)   (8) Class A Common Stock 28,333.00 $ 0 1,613,000 D  
Class B Common Stock (8)               (8)   (8) Class A Common Stock 110,000.00   110,000 I By GRAT 6 (6)
Class B Common Stock (8)               (8)   (8) Class A Common Stock 675,000.00   675,000 I By limited partnership (10)
Explanation of Responses:
1. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.60 to $112.59 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.60 to $113.59 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.62 to $114.59 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. These securities are held of record by a grantor retained annuity trust for which the reporting person is the trustee and sole annuitant.
7. 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.
8. Each share of the issuer's Class B Common Stock will automatically convert 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, (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.
9. The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.
10. These securities are held of record by Lynch Holdings I LP ("Lynch Holdings LP"). Lynch Holdings GP LLC is the general partner of Lynch Holdings LP ("Lynch GP LLC"). Trusts for which the reporting holder and his spouse are trustees are the members of Lynch GP LLC and each may be deemed to share voting and investment power over the shares held by Lynch Holdings LP and each have been determined to have a pecuniary interest over the shares held by Lynch Holdings LP.
/s/ Hisao Kushi as attorney-in-fact for William Lynch 06/16/2021
** 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.


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