Statement of Changes in Beneficial Ownership (4)
19 August 2021 - 6:32AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Klingsick Allen J |
2. Issuer Name and Ticker or Trading Symbol
PELOTON INTERACTIVE, INC.
[
PTON
]
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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 |
(Last)
(First)
(Middle)
C/O PELOTON INTERACTIVE, INC., 125 WEST 25TH STREET, 11TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/16/2021 |
(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 8/16/2021 | | M | | 3892 | A | (1) | 12178 | D | |
Class A Common Stock | 8/17/2021 | | S(2) | | 2033 | D | $111.92 (3) | 10145 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 8/16/2021 | | M | | | 3892 | (4) | (4) | Class A Common Stock | 3892.0 | $0 | 42822 | D | |
Explanation of Responses: |
(1) | Each RSU represents a contingent right to receive one (1) share of the issuer's Class A common stock upon settlement for no consideration. |
(2) | Represents the aggregate number of shares sold by the reporting person as a result of a mandatory sale to cover taxes and fees due upon the release and settlement of the RSUs. The reporting person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees. |
(3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.7491 to $111.935 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Klingsick Allen J C/O PELOTON INTERACTIVE, INC. 125 WEST 25TH STREET, 11TH FLOOR NEW YORK, NY 10001 |
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| Chief Accounting Officer |
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Signatures
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/s/ Hisao Kushi as attorney-in-fact for Allen Klingsick | | 8/18/2021 |
**Signature of Reporting Person | Date |
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