Jay C Hoag Form 4 PELOTON INTERACTIVE / Jay C Hoag ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hoag Jay C

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PELOTON INTERACTIVE, INC. [ PTON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/07/2024		M		14,913	A	(1)	79,490	D(3)
Class A Common Stock	09/07/2024		M		4,838	A	(1)	84,328	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	09/07/2024		M			14,913	(2)	(2)	Class A Common Stock	14,913	$0.00	14,912	D(3)
Restricted Stock Unit (RSU)	(1)	09/07/2024		M			4,838	(4)	(4)	Class A Common Stock	4,838	$0.00	4,839	D(3)

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the issuer's Class A common stock upon settlement for no consideration.

2. The RSUs vest as to 25% of the total shares quarterly on each of March 7, 2024, June 7, 2024 and September 7, 2024, with the final 25% vesting on the earlier of (i) December 7, 2024 and (ii) the 2024 annual stockholders meeting, subject to the reporting person's provision of service to the issuer on each vesting date.

3. Jay C. Hoag has sole voting and dispositive power over the options, RSUs, and shares he holds directly. However, TCV IX Management, L.L.C. and TCV X Management, L.L.C., collectively, have a right to 100% of the pecuniary interest in such securities. Jay C. Hoag is a member of TCV IX Management, L.L.C. and TCV X Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options, RSUs and the shares to be received upon the exercise of such options or vesting of such RSUs except to the extent of his pecuniary interest therein.

4. Grant of RSUs pursuant to the issuer's non-employee director compensation program following the May 2, 2024 appointment as Chairperson of the Board of Directors, which has been pro-rated for the time period from the effective date of the appointment to the date of the Company's 2024 annual meeting of stockholders. The RSUs vest as to 33.3% of the total shares on each of June 7, 2024, September 7, 2024 and the earlier of (i) December 7, 2024 and (ii) the 2024 annual stockholders meeting, subject to the reporting person's provision of service to the issuer on each vesting date.

	/s/ Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	09/10/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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