John P. Foley - Feb 11, 2022 Form 4 Insider Report for PELOTON INTERACTIVE, INC. (PTON)

Role: Executive Chair, Director
Signature: /s/ Bart Goldstein as attorney-in-fact for John P. Foley
Stock symbol: PTON
Transactions as of: Feb 11, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/14/2022, 05:51 PM
Previous filing: Sep 3, 2021
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PTON	Class A Common Stock	Gift	$0	-642	-100%	$0.00^*	0	Sep 7, 2021	By spouse
holding	PTON	Class A Common Stock						200K	Feb 11, 2022	Direct

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	Stock Option (right to buy Class B Common Stock)	Options Exercise	$0	-1.42M	-100%	$0.00^*	0	Feb 11, 2022	Class B Common Stock	1.42M	$0.19	Direct	F1, F2
transaction	PTON	Class B Common Stock	Options Exercise	$0	+1.42M	+27.49%	$0.00	6.59M	Feb 11, 2022	Class A Common Stock	1.42M		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The option is fully vested and exercisable.
F2	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 initial public offering ("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.

Content

The option is fully vested and exercisable.

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 initial public offering ("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.