TCV IX Cycle, L.P. - Nov 16, 2021 Form 4 Insider Report for PELOTON INTERACTIVE, INC. (PTON)

Role
May be part of 13(d) group, 10%+ Owner
Signature
/s/ Frederic D. Fenton, Authorized Signatory for TCV IX Cycle, L.P.
Stock symbol
PTON
Transactions as of
Nov 16, 2021
Transactions value $
$70,485,478
Form type
4
Date filed
11/18/2021, 04:23 PM
Previous filing
May 26, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PTON Class A Common Stock Purchase $49.9M +1.08M +475.36% $46.00 1.31M Nov 18, 2021 TCV IX, L.P. F1
transaction PTON Class A Common Stock Purchase $14.1M +306K +475.36% $46.00 370K Nov 18, 2021 TCV IX (A) Opportunities, L.P. F2
transaction PTON Class A Common Stock Purchase $2.66M +57.9K +475.38% $46.00 70.1K Nov 18, 2021 TCV IX (B), L.P. F3
transaction PTON Class A Common Stock Purchase $3.85M +83.6K +475.38% $46.00 101K Nov 18, 2021 TCV Member Fund, L.P. F4
transaction PTON Class A Common Stock Conversion of derivative security $0 +57.1K +4.63% $0.00 1.29M Nov 16, 2021 Direct F5, F6
transaction PTON Class A Common Stock Conversion of derivative security $0 +16.1K +4.63% $0.00 364K Nov 16, 2021 TCV IX Cycle (A), L.P. F5, F7
transaction PTON Class A Common Stock Conversion of derivative security $0 +3.05K +4.63% $0.00 68.9K Nov 16, 2021 TCV IX Cycle (B), L.P. F5, F8
transaction PTON Class A Common Stock Conversion of derivative security $0 +4.4K +4.63% $0.00 99.4K Nov 16, 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 -57.1K -0.62% $0.00 9.09M Nov 16, 2021 Class A Common Stock 57.1K Direct F6, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -16.1K -0.62% $0.00 2.57M Nov 16, 2021 Class A Common Stock 16.1K TCV IX Cycle (A), L.P. F7, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -3.05K -0.62% $0.00 486K Nov 16, 2021 Class A Common Stock 3.05K TCV IX Cycle (B), L.P. F8, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -4.4K -0.62% $0.00 705K Nov 16, 2021 Class A Common Stock 4.4K 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. 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.
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 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, 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, 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 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, 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 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, 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 MF, which is the sole limited partner of Cycle MF IX. Mr. Hoag, Management IX, TCM IX, TCV IX 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.

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 November 18, 2021.