Sec Form 3 Filing - COMCAST CORP @ PELOTON INTERACTIVE, INC. - 2019-09-25

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
COMCAST CORP
2. Issuer Name and Ticker or Trading Symbol
PELOTON INTERACTIVE, INC. [ PTON]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE COMCAST CENTER
3. Date of Earliest Transaction (MM/DD/YY)
09/25/2019
(Street)
PHILADELPHIA, PA19103-2838
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Class B Common Stock $ 0 ( 1 ) ( 1 ) Class A Common Stock 10,340,864 ( 2 ) I By Subsidiary ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COMCAST CORP
ONE COMCAST CENTER
PHILADELPHIA, PA19103-2838
X
NBCUniversal, LLC
30 ROCKEFELLER PLAZA
NEW YORK, NY10112
X
NBCUniversal Media, LLC
30 ROCKEFELLER PLAZA
NEW YORK, NY10112
X
Signatures
/s/ Thomas J. Reid, Senior Executive Vice President, General Counsel and Secretary, Comcast Corporation 09/25/2019
Signature of Reporting Person Date
/s/ Thomas J. Reid, Senior Executive Vice President, NBCUniversal, LLC 09/25/2019
Signature of Reporting Person Date
/s/ Thomas J. Reid, Senior Executive Vice President, NBCUniversal Media, LLC 09/25/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B common stock is convertible at any time at the option of Comcast Corporation into one share of Class A common stock. All shares of Class B common stock will automatically convert into shares of Class A common stock upon the occurrence of certain events specified in the Issuer's sixth amended and restated certificate of incorporation. Subject to such automatic conversion, the shares of Class B common stock have no expiration date.
( 2 )Based on the Issuer's Form S-1/A filed with the U.S. Securities and Exchange Commission (the "SEC") on September 10, 2019 (the "Form S-1"), Comcast's holding of shares of Class B common stock is deemed to represent a beneficial ownership more than 10% of the outstanding shares of Class A common stock. However, based on the Form S-1, Comcast's shares of Class B common stock represent less than 5% of total equity and voting power of all shares of the Issuer's Class A common stock and Class B common stock on a combined basis.
( 3 )NBCUniversal Media, LLC is a wholly owned subsidiary of NBCUniversal, LLC; Comcast Corporation owns 100% of NBCUniversal, LLC's common equity (through wholly owned subsidiaries).

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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