TCV X Cycle, L.P. - 19 May 2021 Form 4 Insider Report for PELOTON INTERACTIVE, INC. (PTON)

Role
May be part of 13(d) group
Signature
Frederic D. Fenton, Authorized Signatory for TCV X Cycle, L.P.
Issuer symbol
PTON
Transactions as of
19 May 2021
Net transactions value
+$8,854,411
Form type
4
Filing time
24 May 2021, 08:39:09 UTC
Next filing
24 May 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PTON Class A Common Stock Purchase $1,259,714 +13,269 $94.94* 13,269 19 May 2021 TCV X, L.P. F1, F2
transaction PTON Class A Common Stock Purchase $312,341 +3,290 $94.94* 3,290 19 May 2021 TCV X (A) Blocker, L.P. F1, F3
transaction PTON Class A Common Stock Purchase $61,424 +647 $94.94* 647 19 May 2021 TCV X (B), L.P. F1, F4
transaction PTON Class A Common Stock Purchase $70,158 +739 $94.94* 739 19 May 2021 TCV X Member Fund, L.P. F1, F5
transaction PTON Class A Common Stock Conversion of derivative security $0 +699 +0.05% $0.000000 1,275,167 19 May 2021 Direct F6, F7
transaction PTON Class A Common Stock Conversion of derivative security $0 +174 +0.06% $0.000000 316,220 19 May 2021 TCV X Cycle (A), L.P. F6, F8
transaction PTON Class A Common Stock Conversion of derivative security $0 +35 +0.06% $0.000000 62,170 19 May 2021 TCV X Cycle (B), L.P. F6, F9
transaction PTON Class A Common Stock Conversion of derivative security $0 +40 +0.06% $0.000000 71,528 19 May 2021 TCV X Cycle (MF), L.P. F6, F10
transaction PTON Class A Common Stock Purchase $1,016,193 +10,192 +77% $99.70* 23,461 20 May 2021 TCV X, L.P. F2, F11
transaction PTON Class A Common Stock Purchase $251,955 +2,527 +77% $99.70* 5,817 20 May 2021 TCV X (A) Blocker, L.P. F3, F11
transaction PTON Class A Common Stock Purchase $49,553 +497 +77% $99.70* 1,144 20 May 2021 TCV X (B), L.P. F4, F11
transaction PTON Class A Common Stock Purchase $56,533 +567 +77% $99.70* 1,306 20 May 2021 TCV X Member Fund, L.P. F5, F11
transaction PTON Class A Common Stock Purchase $4,271,262 +42,543 +181% $100.40* 66,004 20 May 2021 TCV X, L.P. F2, F12
transaction PTON Class A Common Stock Purchase $1,059,206 +10,550 +181% $100.40* 16,367 20 May 2021 TCV X (A) Blocker, L.P. F3, F12
transaction PTON Class A Common Stock Purchase $208,227 +2,074 +181% $100.40* 3,218 20 May 2021 TCV X (B), L.P. F4, F12
transaction PTON Class A Common Stock Purchase $237,845 +2,369 +181% $100.40* 3,675 20 May 2021 TCV X Member Fund, L.P. F5, F12
transaction PTON Class A Common Stock Conversion of derivative security $0 +2,777 +0.22% $0.000000 1,277,944 20 May 2021 Direct F6, F7
transaction PTON Class A Common Stock Conversion of derivative security $0 +689 +0.22% $0.000000 316,909 20 May 2021 TCV X Cycle (A), L.P. F6, F8
transaction PTON Class A Common Stock Conversion of derivative security $0 +136 +0.22% $0.000000 62,306 20 May 2021 TCV X Cycle (B), L.P. F6, F9
transaction PTON Class A Common Stock Conversion of derivative security $0 +156 +0.22% $0.000000 71,684 20 May 2021 TCV X Cycle (MF), L.P. F6, F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PTON Class B Common Stock Conversion of derivative security $0 -699 -0.03% $0.000000 2,066,656 19 May 2021 Class A Common Stock 699 Direct F7, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -174 -0.03% $0.000000 512,495 19 May 2021 Class A Common Stock 174 TCV X Cycle (A), L.P. F8, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -35 -0.03% $0.000000 100,757 19 May 2021 Class A Common Stock 35 TCV X Cycle (B), L.P. F9, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -40 -0.03% $0.000000 115,630 19 May 2021 Class A Common Stock 40 TCV X Cycle (MF), L.P. F10, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -2,777 -0.13% $0.000000 2,063,879 20 May 2021 Class A Common Stock 2,777 Direct F7, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -689 -0.13% $0.000000 511,806 20 May 2021 Class A Common Stock 689 TCV X Cycle (A), L.P. F8, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -136 -0.13% $0.000000 100,621 20 May 2021 Class A Common Stock 136 TCV X Cycle (B), L.P. F9, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -156 -0.13% $0.000000 115,474 20 May 2021 Class A Common Stock 156 TCV X Cycle (MF), L.P. F10, F13, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $94.74 to $95.00 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
F2 These shares are directly held by TCV X, L.P. ("TCV X"). Jay C. Hoag is a Class A Member of Technology Crossover Management X, Ltd. ("Management X") and a limited partner of Technology Crossover Management X, L.P. ("TCM X"). Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X. Mr. Hoag, Management X, and TCM X may be deemed to beneficially own the shares held by TCV X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F3 These shares are directly held by TCV X (A) Blocker, L.P. ("TCV X A Blocker"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X A Blocker. Management X is also the sole general partner of TCV X (A), L.P. which is sole shareholder of TCV X (A) Blocker, Ltd., which in turn is the sole limited partner of TCV X A Blocker. Mr. Hoag, Management X, TCM X, TCV X (A), L.P. and TCV X (A) Blocker, Ltd. may be deemed to beneficially own the shares held by TCV X A Blocker but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F4 These shares are directly held by TCV X (B), L.P. ("TCV X (B)"). Jay C. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X (B). Mr. Hoag, Management X, and TCM X may be deemed to beneficially own the shares held by TCV X (B) but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F5 These shares are directly held by TCV X Member Fund, L.P. ("TCV X MF"). Mr. Hoag is a Class A Member of Management X. Management X is the general partner of TCV X MF. Mr. Hoag is also a limited partner of TCV X MF. Mr. Hoag and Management X may be deemed to beneficially own the shares held by TCV X MF but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F6 Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
F7 These shares are directly held by TCV X Cycle, L.P. ("Cycle X"). Jay C. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, LLC ("TCV X Cycle GP"), which in turn is the sole general partner of Cycle X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F8 These shares are directly held by TCV X Cycle (A), L.P. ("Cycle A X"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, which in turn is the sole general partner of Cycle A X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle A X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F9 These shares are directly held by TCV X Cycle (B), L.P. ("Cycle B X"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, which in turn is the sole general partner of Cycle B X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle B X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F10 These shares are directly held by TCV Cycle X (MF), L.P. ("Cycle MF X"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, which in turn is the sole general partner of Cycle MF X. Mr. Hoag is also a limited partner of TCV X Member Fund, L.P., which is the sole limited partner of Cycle MF X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle MF X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F11 This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $99.23 to $99.985 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
F12 This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $100 to $100.71 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
F13 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 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.
F14 The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.

Remarks:

This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV IX Cycle, L.P., TCV IX Cycle (A), L.P., TCV IX Cycle (B), L.P., TCV IX Cycle (MF), L.P., TCV IX, L.P., TCV IX (A), L.P., TCV IX (B), L.P., TCV Member Fund, L.P., Technology Crossover Management IX, L.P., Technology Crossover Management IX, Ltd. and Jay C. Hoag on May 21, 2021.