TCV IX Cycle, L.P. - May 24, 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.
Stock symbol
PTON
Transactions as of
May 24, 2021
Transactions value $
$3,898,516
Form type
4
Date filed
5/26/2021, 07:57 PM
Previous filing
May 24, 2021
Next filing
Nov 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PTON Class A Common Stock Purchase $1.38M +14K +7% $98.53* 214K May 24, 2021 TCV IX, L.P. F1, F12
transaction PTON Class A Common Stock Purchase $390K +3.96K +7% $98.53* 60.5K May 24, 2021 TCV IX (A) Opportunities, L.P. F2, F12
transaction PTON Class A Common Stock Purchase $73.8K +749 +7% $98.53* 11.4K May 24, 2021 TCV IX (B), L.P. F3, F12
transaction PTON Class A Common Stock Purchase $107K +1.08K +7% $98.53* 16.5K May 24, 2021 TCV Member Fund, L.P. F4, F12
transaction PTON Class A Common Stock Purchase $1.11M +11.2K +5.21% $99.53* 226K May 24, 2021 TCV IX, L.P. F1, F13
transaction PTON Class A Common Stock Purchase $314K +3.15K +5.22% $99.53* 63.6K May 24, 2021 TCV IX (A) Opportunities, L.P. F2, F13
transaction PTON Class A Common Stock Purchase $59.4K +597 +5.22% $99.53* 12K May 24, 2021 TCV IX (B), L.P. F3, F13
transaction PTON Class A Common Stock Purchase $85.8K +862 +5.22% $99.53* 17.4K May 24, 2021 TCV Member Fund, L.P. F4, F13
transaction PTON Class A Common Stock Conversion of derivative security $0 +1.33K +0.11% $0.00 1.23M May 24, 2021 Direct F5, F6
transaction PTON Class A Common Stock Conversion of derivative security $0 +375 +0.11% $0.00 348K May 24, 2021 TCV IX Cycle (A), L.P. F5, F7
transaction PTON Class A Common Stock Conversion of derivative security $0 +72 +0.11% $0.00 65.8K May 24, 2021 TCV IX Cycle (B), L.P. F5, F8
transaction PTON Class A Common Stock Conversion of derivative security $0 +103 +0.11% $0.00 95K May 24, 2021 TCV IX Cycle (MF), L.P. F5, F9
transaction PTON Class A Common Stock Purchase $265K +2.68K +1.19% $99.00* 228K May 25, 2021 TCV IX, L.P. F1, F14
transaction PTON Class A Common Stock Purchase $74.7K +755 +1.19% $99.00* 64.4K May 25, 2021 TCV IX (A) Opportunities, L.P. F2, F14
transaction PTON Class A Common Stock Purchase $14.2K +143 +1.19% $99.00* 12.2K May 25, 2021 TCV IX (B), L.P. F3, F14
transaction PTON Class A Common Stock Purchase $20.4K +206 +1.18% $99.00* 17.6K May 25, 2021 TCV Member Fund, L.P. F4, F14
transaction PTON Class A Common Stock Conversion of derivative security $0 +142 +0.01% $0.00 1.23M May 25, 2021 Direct F5, F6
transaction PTON Class A Common Stock Conversion of derivative security $0 +41 +0.01% $0.00 348K May 25, 2021 TCV IX Cycle (A), L.P. F5, F7
transaction PTON Class A Common Stock Conversion of derivative security $0 +9 +0.01% $0.00 65.8K May 25, 2021 TCV IX Cycle (B), L.P. F5, F8
transaction PTON Class A Common Stock Conversion of derivative security $0 +12 +0.01% $0.00 95K May 25, 2021 TCV IX Cycle (MF), L.P. F5, F9

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 -1.33K -0.01% $0.00 9.15M May 24, 2021 Class A Common Stock 1.33K Direct F6, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -375 -0.01% $0.00 2.58M May 24, 2021 Class A Common Stock 375 TCV IX Cycle (A), L.P. F7, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -72 -0.01% $0.00 489K May 24, 2021 Class A Common Stock 72 TCV IX Cycle (B), L.P. F8, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -103 -0.01% $0.00 709K May 24, 2021 Class A Common Stock 103 TCV IX Cycle (MF), L.P. F9, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -142 0% $0.00 9.15M May 25, 2021 Class A Common Stock 142 Direct F6, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -41 0% $0.00 2.58M May 25, 2021 Class A Common Stock 41 TCV IX Cycle (A), L.P. F7, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -9 0% $0.00 489K May 25, 2021 Class A Common Stock 9 TCV IX Cycle (B), L.P. F8, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -12 0% $0.00 709K May 25, 2021 Class A Common Stock 12 TCV IX Cycle (MF), L.P. F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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. TCM 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.
F3 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.
F4 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.
F5 Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.
F12 This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $98.37 to $98.57 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 This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $99.14 to $99.75 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.
F14 This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $98.99 to $99.00 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.

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) Blocker, 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 26, 2021.