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

Role
May be part of 13(d) group, 10%+ Owner
Signature
Frederic D. Fenton, Authorized Signatory for TCV IX Cycle, L.P.
Issuer symbol
PTON
Transactions as of
19 May 2021
Net transactions value
+$21,145,780
Form type
4
Filing time
24 May 2021, 08:41:06 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 $2,879,997 +30,336 $94.94 30,336 19 May 2021 TCV IX, L.P. F1, F2
transaction PTON Class A Common Stock Purchase $812,657 +8,560 $94.94 8,560 19 May 2021 TCV IX (A) Opportunities, L.P. F1, F3
transaction PTON Class A Common Stock Purchase $153,797 +1,620 $94.94 1,620 19 May 2021 TCV IX (B), L.P. F1, F4
transaction PTON Class A Common Stock Purchase $222,057 +2,339 $94.94 2,339 19 May 2021 TCV Member Fund, L.P. F1, F5
transaction PTON Class A Common Stock Conversion of derivative security $0 +1,598 +0.13% $0.000000 1,222,078 19 May 2021 Direct F6, F7
transaction PTON Class A Common Stock Conversion of derivative security $0 +452 +0.13% $0.000000 344,827 19 May 2021 TCV IX Cycle (A), L.P. F6, F8
transaction PTON Class A Common Stock Conversion of derivative security $0 +86 +0.13% $0.000000 65,269 19 May 2021 TCV IX Cycle (B), L.P. F6, F9
transaction PTON Class A Common Stock Conversion of derivative security $0 +124 +0.13% $0.000000 94,224 19 May 2021 TCV IX Cycle (MF), L.P. F6, F10
transaction PTON Class A Common Stock Purchase $2,323,326 +23,302 +77% $99.70* 53,638 20 May 2021 TCV IX, L.P. F2, F11
transaction PTON Class A Common Stock Purchase $655,560 +6,575 +77% $99.70* 15,135 20 May 2021 TCV IX (A) Opportunities, L.P. F3, F11
transaction PTON Class A Common Stock Purchase $124,033 +1,244 +77% $99.70* 2,864 20 May 2021 TCV IX (B), L.P. F4, F11
transaction PTON Class A Common Stock Purchase $179,170 +1,797 +77% $99.70* 4,136 20 May 2021 TCV Member Fund, L.P. F5, F11
transaction PTON Classs A Common Stock Purchase $9,765,280 +97,265 +181% $100.40* 150,903 20 May 2021 TCV IX, L.P. F2, F12
transaction PTON Class A Common Stock Purchase $2,755,442 +27,445 +181% $100.40* 42,580 20 May 2021 TCV IX (A) Opportunities, L.P. F3, F12
transaction PTON Class A Common Stock Purchase $521,571 +5,195 +181% $100.40* 8,059 20 May 2021 TCV IX (B), L.P. F4, F12
transaction PTON Class A Common Stock Purchase $752,890 +7,499 +181% $100.40* 11,635 20 May 2021 TCV Member Fund, L.P. F5, F12
transaction PTON Classs A Common Stock Conversion of derivative security $0 +6,347 +0.52% $0.000000 1,228,425 20 May 2021 Direct F6, F7
transaction PTON Class A Common Stock Conversion of derivative security $0 +1,792 +0.52% $0.000000 346,619 20 May 2021 TCV IX Cycle (A), L.P. F6, F8
transaction PTON Class A Common Stock Conversion of derivative security $0 +340 +0.52% $0.000000 65,609 20 May 2021 TCV IX Cycle (B), L.P. F6, F9
transaction PTON Class A Common Stock Conversion of derivative security $0 +490 +0.52% $0.000000 94,714 20 May 2021 TCV IX 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 -1,598 -0.02% $0.000000 9,158,912 19 May 2021 Class A Common Stock 1,598 Direct F7, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -452 -0.02% $0.000000 2,584,306 19 May 2021 Class A Common Stock 452 TCV IX Cycle (A), L.P. F8, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -86 -0.02% $0.000000 489,154 19 May 2021 Class A Common Stock 86 TCV IX Cycle (B), L.P. F9, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -124 -0.02% $0.000000 710,051 19 May 2021 Class A Common Stock 124 TCV IX Cycle (MF), L.P. F10, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -6,347 -0.07% $0.000000 9,152,565 20 May 2021 Class A Common Stock 6,347 Direct F7, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -1,792 -0.07% $0.000000 2,582,514 20 May 2021 Class A Common Stock 1,792 TCV IX Cycle (A), L.P. F8, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -340 -0.07% $0.000000 488,814 20 May 2021 Class A Common Stock 340 TCV IX Cycle (B), L.P. F9, F13, F14
transaction PTON Class B Common Stock Conversion of derivative security $0 -490 -0.07% $0.000000 709,561 20 May 2021 Class A Common Stock 490 TCV IX 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 IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag, Management IX, and TCM IX may be deemed to beneficially own the shares held by TCV IX 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 IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX A Opportunities. Management IX is also the sole general partner of TCV IX (A), L.P. which is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag, Management IX, TCM IX, TCV IX (A), L.P. and TCV IX (A) Opportunities, Ltd. may be deemed to beneficially own the shares held by TCV IX A Opportunities but each disclaims beneficial ownership of such shares except to the except of their pecuniary interest therein.
F4 These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag, Management IX, and TCM IX may be deemed to beneficially own the shares held by TCV IX (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 Member Fund, L.P. ("TCV MF"). Mr. Hoag is a Class A Member of Management IX. Management IX is a general partner of TCV MF. Mr. Hoag is also a limited partner of TCV MF. Mr. Hoag and Management IX may be deemed to beneficially own the shares held by TCV 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 IX Cycle, L.P. ("Cycle IX"). Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, LLC ("TCV IX Cycle GP"), which in turn is the sole general partner of Cycle IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle IX 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 IX Cycle (A), L.P. ("Cycle A IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle A IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle A IX 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 IX Cycle (B), L.P. ("Cycle B IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle B IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle B IX 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 IX (MF), L.P. ("Cycle MF IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle MF IX. Mr. Hoag is also a limited partner of TCV Member Fund, L.P., which is the sole limited partner of Cycle MF IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle MF IX 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 X Cycle, L.P., TCV X Cycle (A), L.P., TCV X Cycle (B), L.P., TCV X Cycle (MF), L.P., TCV X, L.P., TCV X (A), L.P., TCV X (B), L.P., TCV X Member Fund, L.P., Technology Crossover Management X, L.P., Technology Crossover Management X, Ltd., and Jay C. Hoag on May 21, 2021.