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

Role
May be part of 13(d) group
Signature
/s/ Frederic D. Fenton, Authorized Signatory for TCV X Cycle, L.P.
Stock symbol
PTON
Transactions as of
Nov 16, 2021
Transactions value $
$29,514,520
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 $21.8M +474K +475.36% $46.00* 574K Nov 18, 2021 TCV X, L.P. F1
transaction PTON Class A Common Stock Purchase $5.41M +118K +475.37% $46.00* 142K Nov 18, 2021 TCV X (A) Blocker, L.P. F2
transaction PTON Class A Common Stock Purchase $1.06M +23.1K +475.44% $46.00* 28K Nov 18, 2021 TCV X (B), L.P. F3
transaction PTON Class A Common Stock Purchase $1.22M +26.4K +475.33% $46.00* 32K Nov 18, 2021 TCV X Member Fund, L.P. F4
transaction PTON Class A Common Stock Conversion of derivative security $0 +25K +1.95% $0.00 1.3M Nov 16, 2021 Direct F5, F6
transaction PTON Class A Common Stock Conversion of derivative security $0 +6.19K +1.95% $0.00 324K Nov 16, 2021 TCV X Cycle (A), L.P. F5, F7
transaction PTON Class A Common Stock Conversion of derivative security $0 +1.22K +1.95% $0.00 63.6K Nov 16, 2021 TCV X Cycle (B), L.P. F5, F8
transaction PTON Class A Common Stock Conversion of derivative security $0 +1.39K +1.94% $0.00 73.2K Nov 16, 2021 TCV X 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 -25K -1.21% $0.00 2.04M Nov 16, 2021 Class A Common Stock 25K Direct F6, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -6.19K -1.21% $0.00 505K Nov 16, 2021 Class A Common Stock 6.19K TCV X Cycle (A), L.P. F7, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -1.22K -1.21% $0.00 99.3K Nov 16, 2021 Class A Common Stock 1.22K TCV X Cycle (B), L.P. F8, F10, F11
transaction PTON Class B Common Stock Conversion of derivative security $0 -1.39K -1.21% $0.00 114K Nov 16, 2021 Class A Common Stock 1.39K TCV X 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 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.
F2 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. TCM 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.
F3 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.
F4 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.
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 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, 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 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.
F7 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, 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 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.
F8 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, 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 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.
F9 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, 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 MF, which is the sole limited partner of Cycle MF X. Mr. Hoag, Management X, TCM X, TCV X 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.
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 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) Opportunities, 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 November 18, 2021.