Peloton Interactive Form 3 / JON CALLAGHAN ownership change

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^*

CALLAGHAN JON

(Last)

(First)

(Middle)

575 HIGH STREET, SUITE 400

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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)

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

5. 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 Beneficially Owned
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)
No securities beneficially held	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	200,000	⁽¹⁾	I	By True Ventures IV, L.P.⁽³⁾⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	18,041,748	⁽⁶⁾	I	By True Ventures IV, L.P.⁽³⁾⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	3,003,768	⁽⁷⁾	I	By True Ventures Select I, L.P.⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Class B Common Stock⁽²⁾	923,284	⁽⁸⁾	I	By True Ventures Select I, L.P.⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Class B Common Stock⁽²⁾	2,769,852	⁽⁸⁾	I	By True Ventures Select II, L.P.⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	2,045,597	⁽⁷⁾	I	By True Ventures Select III, L.P.⁽³⁾⁽⁴⁾
Series F Preferred Stock	⁽⁹⁾	⁽⁹⁾	Class B Common Stock⁽²⁾	1,385,025	⁽⁹⁾	I	By True Ventures Select III, L.P.⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Each share of the issuer's Series A 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.

2. Each share of the issuer's Class B Common Stock will automatically convert 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.

3. These securities are held of record by True Ventures IV, L.P., True Ventures Select I, L.P., True Ventures Select II, L.P. and True Ventures Select III, L.P., as applicable. True Venture Partners IV, L.L.C. is the general partner of True Ventures IV, L.P., True Venture Partners Select I, L.L.C. is the general partner of True Ventures Select I, L.P., True Venture Partners Select II, L.L.C. is the general partner of True Ventures Select II, L.P., and True Venture Partners Select III, L.L.C. is the general partner of True Ventures Select III, L.P. The reporting person and Philip Black are the managing members of each of True Ventures IV, L.L.C., True Venture Partners Select I, L.L.C., True Venture Partners Select II, L.L.C, and True Venture Partners Select III, L.L.C.

4. FN 3 CONTINUED: Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. The reported securities are held of record by True Ventures IV, L.P. for itself and as nominee for True Ventures IV-A, L.P.

6. Each share of the issuer's Series C 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.

7. 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 IPO and has no expiration date.

8. Each share of the issuer's Series E 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.

9. 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 report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with True Ventures and their associated managing members.

	/s/ Hisao Kushi as attorney-in-fact for Jonathan D. Callaghan	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).
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Peloton Interactive (PTON) Form 3PELOTON INTERACTIVE / JON CALLAGHAN ownership change