SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/25/2019 | 3. Issuer Name and Ticker or Trading Symbol PELOTON INTERACTIVE, INC. [ PTON ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 0 | D(1)(4)(5)(6)(7) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series D Preferred Stock | (2) | (2) | Class B Common Stock(3) | 1,810,043 | (2) | D(4) | |
| Series D Preferred Stock | (2) | (2) | Class B Common Stock(3) | 96,670 | (2) | I | TCV IX Cycle (B), L.P.(5) |
| Series D Preferred Stock | (2) | (2) | Class B Common Stock(3) | 139,555 | (2) | I | TCV IX Cycle (MF), L.P.(6) |
| Series D Preferred Stock | (2) | (2) | Class B Common Stock(3) | 510,727 | (2) | I | TCV IX (A), L.P.(7) |
| Series F Preferred Stock | (8) | (8) | Class B Common Stock(3) | 7,350,467 | (8) | D(4) | |
| Series F Preferred Stock | (8) | (8) | Class B Common Stock(3) | 392,570 | (8) | I | TCV IX Cycle (B), L.P.(5) |
| Series F Preferred Stock | (8) | (8) | Class B Common Stock(3) | 570,620 | (8) | I | TCV IX Cycle (MF), L.P.(6) |
| Series F Preferred Stock | (8) | (8) | Class B Common Stock(3) | 2,074,031 | (8) | I | TCV IX (A), L.P.(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and Technology Crossover Management X, Ltd. and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX") and Technology Crossover Management X, L.P. Mr. Hoag is a director of the issuer and directly owns no shares of the issuer. |
| 2. Each share of the issuer's Series D Preferred Stock will automatically convert into (one) 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. |
| 3. 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. |
| 4. These shares are directly held by TCV IX Cycle, L.P. ("Cycle IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, LLC ("TCV IX Cycle GP"), which in turn is the sole general partner of Cycle IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| 5. These shares are directly held by TCV IX Cycle (B), L.P. ("Cycle B IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle B IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle B IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| 6. These shares are directly held by TCV Cycle IX (MF), L.P. ("Cycle MF IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle MF IX. Mr. Hoag is also a limited partner of TCV Member Fund, L.P., which is the sole limited partner of Cycle MF IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle MF IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| 7. These shares are directly held by TCV IX (A), L.P. ("TCV IX A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX A. Mr. Hoag, Management IX and TCM IX may be deemed to beneficially own the shares held by TCV IX A but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| 8. Each share of the issuer's Series F Preferred Stock will automatically convert into one (1) share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
| Remarks: |
| This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by TCV X Cycle, L.P., TCV X Cycle (B), L.P., TCV X Cycle (MF), L.P., TCV X (A), L.P., TCV X Cycle GP, LLC, TCV X, L.P., Technology Crossover Management X, L.P. and Technology Crossover Management X, Ltd. on September 25, 2019. |
| By: /s/ Frederic D. Fenton, Authorized Signatory for TCV IX Cycle, L.P. | 09/25/2019 | |
| By: /s/ Frederic D. Fenton, Authorized Signatory for TCV IX Cycle (B), L.P. | 09/25/2019 | |
| By: /s/ Frederic D. Fenton, Authorized Signatory for TCV IX Cycle (MF), L.P. | 09/25/2019 | |
| By: /s/ Frederic D. Fenton, Authorized Signatory for TCV IX (A), L.P. | 09/25/2019 | |
| By: /s/ Frederic D. Fenton, Authorized Signatory for TCV IX Cycle GP, LLC | 09/25/2019 | |
| By: /s/ Frederic D. Fenton, Authorized Signatory for TCV IX, L.P. | 09/25/2019 | |
| By: /s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management IX, L.P. | 09/25/2019 | |
| By: /s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management IX, Ltd. | 09/25/2019 | |
| By: /s/ Frederic D. Fenton, Authorized Signatory for Jay C. Hoag | 09/25/2019 | |
| ** 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 5 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||