Peloton Interactive (PTON) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on September 7, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Peloton Interactive, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-3533761
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Peloton Interactive, Inc.

441 Ninth Avenue, 6th Floor

New York, New York 10001

(Address of Principal Executive Offices) (Zip Code)

2019 Equity Incentive Plan

2019 Employee Stock Purchase Plan

(Full title of the plans)

Barry McCarthy

Chief Executive Officer

Peloton Interactive, Inc.

441 Ninth Avenue, 6th Floor

New York, New York 10001

(917) 671-9198

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Please send copies of all communications to:

Marc D. Jaffe Ian D. Schuman Ellen Smiley Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200 Hisao Kushi Chief Legal Officer and Secretary Peloton Interactive, Inc. 441 Ninth Avenue, 6th Floor New York, New York 10001 (917) 671-9198

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, Peloton Interactive, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an aggregate of 20,296,440 additional shares of Class A common stock (“Shares”), consisting of (i) 16,913,700 additional Shares under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”), and (ii) 3,382,740 additional Shares under the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”), pursuant to the provisions of the 2019 Plan and the 2019 ESPP, respectively, providing for an automatic annual increase in the number of Shares reserved for issuance under such plan.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement is incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference:

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Restated Certificate of Incorporation of the Registrant.	10-Q	001-39058	3.1	11/06/2019
4.2	Amended and Restated Bylaws of the Registrant.	8-K	001-39058	3.1	04/27/2020
4.3	Form of Class A Common Stock Certificate of the Registrant.	S-1/A	333-233482	4.1	09/10/2019
5.1	Opinion of Latham & Watkins LLP.					X
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.					X
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1).					X
24.1	Power of Attorney (included on the signature page of this Registration Statement).					X
99.1	2019 Equity Incentive Plan and forms of award agreements.	10-K	001-39058	10.3	9/7/2022
99.2	2019 Employee Stock Purchase Plan and form of subscription agreement.	S-8	333-233941	4.8	09/26/2019
107	Filing fee table.					X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 7th day of September 2022.

PELOTON INTERACTIVE, INC.

/s/ Barry McCarthy

Barry McCarthy

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints the Company’s Chief Executive Officer, currently Barry McCarthy, and the Company’s Chief Financial Officer, currently Elizabeth Coddington, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8) and all documents relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary or advisable to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature		Title	Date
By:	/s/ Barry McCarthy	Chief Executive Officer and Director (Principal Executive Officer)	September 7, 2022
Barry McCarthy
By:	/s/ Elizabeth Coddington	Chief Financial Officer (Principal Financial Officer)	September 7, 2022
Elizabeth Coddington
By:	/s/ Allen Klingsick	Chief Accounting Officer (Principal Accounting Officer)	September 7, 2022
Allen Klingsick
By:	/s/ John Foley	Executive Chair of the Board of Directors	September 7, 2022
John Foley
By:	/s/ Karen Boone	Lead Independent Director	September 7, 2022
Karen Boone
By:	/s/ Jon Callaghan	Director	September 7, 2022
Jon Callaghan
By:	/s/ Jay Hoag	Director	September 7, 2022
Jay Hoag
By:	/s/ Angel L. Mendez	Director	September 7, 2022
Angel L. Mendez
By:	/s/ Jonathan Mildenhall	Director	September 7, 2022
Jonathan Mildenhall
By:	/s/ Pamela Thomas-Graham	Director	September 7, 2022
Pamela Thomas-Graham