John P. Foley - 28 Feb 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
Issuer symbol
PTON
Transactions as of
28 Feb 2022
Net transactions value
-$46,798,848
Form type
4
Filing time
02 Mar 2022, 15:43:16 UTC
Previous filing
14 Feb 2022
Next filing
16 Mar 2022
SEC
View on sec.gov

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 $50,000,002 -1,923,077 -29% $26.00 4,663,155 28 Feb 2022 Class A Common Stock 1,923,077 Direct F1, F2
transaction PTON Stock Option (right to buy Class B Common Stock) Options Exercise $0 -1,923,077 -42% $0.000000 2,676,923 02 Mar 2022 Class B Common Stock 1,923,077 $1.66 Direct F3
transaction PTON Class B Common Stock Options Exercise $3,201,154 +1,923,077 +41% $1.66* 6,586,232 02 Mar 2022 Class A Common Stock 1,923,077 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.