Klingsick Allen J Form 4 PELOTON INTERACTIVE / Allen J Klingsick 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^*

Klingsick Allen J

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022

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	02/15/2022		M		3,893	A	$0(1)	17,696	D
Class A Common Stock	02/15/2022		M		312	A	$0(1)	18,008	D
Class A Common Stock	02/15/2022		M		346	A	$0(1)	18,354	D
Class A Common Stock	02/15/2022		M		504	A	$0(1)	18,858	D
Class A Common Stock	02/17/2022		S(2)		2,059	D	$31.8896(3)	16,799	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)	02/15/2022		M			3,893	(4)	(4)	Class A Common Stock	3,893	$0	35,036	D
Restricted Stock Unit (RSU)	(1)	02/15/2022		M			312	(5)	(5)	Class A Common Stock	312	$0	3,120	D
Restricted Stock Unit (RSU)	(1)	02/15/2022		M			346	(6)	(6)	Class A Common Stock	346	$0	4,846	D
Restricted Stock Unit (RSU)	(1)	02/15/2022		M			504	(7)	(7)	Class A Common Stock	504	$0	5,041	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

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 $31.8679 to $32.7373 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 vested as to 25% of the total shares on May 17, 2021, then 6.25% of the total shares vest quarterly on the first trading day on or after each of February 15, May 15, August 15 and November 15, with 100% of the total shares vested on May 15, 2024, 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 November 15, 2020, with 100% of the total shares vested on August 15, 2024, 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, 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.

7. The RSUs vest as to 8.33% of the total shares quarterly, commencing November 15, 2021, with 100% of the total shares vested on August 15, 2024, 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 Allen Klingsick	02/17/2022
	** 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).
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