John P. Foley - Feb 28, 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 28, 2022
Transactions value $
-$46,798,848
Form type
4
Date filed
3/2/2022, 03:43 PM
Previous filing
Feb 14, 2022
Next filing
Mar 16, 2022

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 Sale -$50M -1.92M -29.2% $26.00 4.66M Feb 28, 2022 Class A Common Stock 1.92M Direct F1, F2
transaction PTON Stock Option (right to buy Class B Common Stock) Options Exercise $0 -1.92M -41.81% $0.00 2.68M Mar 2, 2022 Class B Common Stock 1.92M $1.66 Direct F3
transaction PTON Class B Common Stock Options Exercise $3.2M +1.92M +41.24% $1.66* 6.59M Mar 2, 2022 Class A Common Stock 1.92M Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Shares sold in a privately negotiated transaction to third parties unaffiliated with the reporting person, which includes funds affiliated with MSD Partners, L.P. Pursuant to the Issuer's Restated Certificate of Incorporation, the shares of Class B Common Stock automatically converted into an equal number of shares of Class A Common Stock upon the transfer and sale reported herein.
F3 The option is fully vested and exercisable.