Ownership Submission
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Hoag Jay C
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2. Issuer Name and Ticker or Trading Symbol
PELOTON INTERACTIVE, INC. [PTON]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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250 MIDDLEFIELD ROAD
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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MENLO PARK
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CA
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94025
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hoag Jay C
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
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X
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Signatures
/s/ Frederic D. Fenton, Authorized Signatory for Jay C. Hoag
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2024-09-10
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the issuer's Class A common stock upon settlement for no consideration.
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(2)
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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.
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(3)
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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.
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(4)
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Grant of RSUs pursuant to the issuer's non-employee director compensation program following the May 2, 2024 appointment as Chairperson of the Board of Directors, which has been pro-rated for the time period from the effective date of the appointment to the date of the Company's 2024 annual meeting of stockholders. The RSUs vest as to 33.3% of the total shares on each of June 7, 2024, September 7, 2024 and 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.
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