Sec Form 4 Filing - COMCAST CORP @ PELOTON INTERACTIVE, INC. - 2020-04-16

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 04/16/2020 (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 Class A Common Stock 04/16/2020 C 10,340,864 ( 1 ) A 10,340,864 I By Subsidiary ( 3 ) Class A Common Stock 04/16/2020 S 5,200,000 D $ 34.21 5,140,864 I By Subsidiary ( 3 )

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 ( 2 ) 04/16/2020 C 10,340,864 ( 1 ) ( 2 ) ( 2 ) Class A Common Stock 10,340,864 ( 2 ) 0 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 04/17/2020 Signature of Reporting Person Date /s/ Thomas J. Reid, Executive Vice President, NBCUniversal, LLC 04/17/2020 Signature of Reporting Person Date /s/ Thomas J. Reid, Executive Vice President, NBCUniversal Media, LLC 04/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the conversion by Comcast Corporation of shares of Class B common stock into shares of Class A common stock on a one-for-one basis. ( 2 )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. ( 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). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks: This filing constitutes a Form 4 exit filing for the Reporting Persons, as the Reporting Persons are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended, as a result of the transactions reported herein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.