Peloton Interactive (PTON) Form 4 PELOTON INTERACTIVE / Jennifer Cunningham Cotter 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^*

Cotter Jennifer Cunningham

(Last) (First) (Middle)

C/O PELOTON INTERACTIVE, INC.

441 NINTH AVENUE, SIXTH FLOOR

(Street)

NEW YORK NY 10001

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2024

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	05/15/2024		M		865	A	(1)	33,228	D
Class A Common Stock	05/15/2024		M		9,214	A	(1)	42,442	D
Class A Common Stock	05/15/2024		M		29,751	A	(1)	72,193	D
Class A Common Stock	05/15/2024		M		14,817	A	(1)	87,010	D
Class A Common Stock	05/15/2024		M		45,000	A	(1)	132,010	D
Class A Common Stock	05/15/2024		M		61,813	A	(1)	193,823	D
Class A Common Stock	05/16/2024		S(2)		65,615	D	$3.9094(3)	128,208	D

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)	05/15/2024		M			865	(4)	(4)	Class A Common Stock	865	$0	4,326	D
Restricted Stock Unit (RSU)	(1)	05/15/2024		M			9,214	(5)	(5)	Class A Common Stock	9,214	$0	64,510	D
Restricted Stock Unit (RSU)	(1)	05/15/2024		M			29,751	(6)	(6)	Class A Common Stock	29,751	$0	267,754	D
Restricted Stock Unit (RSU)	(1)	05/15/2024		M			14,817	(7)	(7)	Class A Common Stock	14,817	$0	162,981	D
Restricted Stock Unit (RSU)	(1)	05/15/2024		M			45,000	(8)	(8)	Class A Common Stock	45,000	$0	585,000	D
Restricted Stock Unit (RSU)	(1)	05/15/2024		M			61,813	(9)	(9)	Class A Common Stock	61,813	$0	927,198	D

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 sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.8712 to $3.9150 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2021, with 100% of the total shares vested on August 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.

5. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2022, with 100% of the total shares vested on February 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

6. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2022, with 100% of the total shares vested on August 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

7. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2023, with 100% of the total shares vested on February 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

8. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

9. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2024, with 100% of the total shares vested on February 15, 2028, subject to the reporting person's provision of service to the issuer on each vesting date.

Remarks:

	/s/ Bart Goldstein as attorney-in-fact for Jennifer Cotter	05/17/2024
	** 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).
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