Sec Form 3 Filing - TCV IX Cycle, L.P. @ PELOTON INTERACTIVE, INC. - 2019-09-25

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

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 TCV IX Cycle, L.P. 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) X __ Other (specify below) May be part of a 13(d) group (Last) (First) (Middle) C/O TCV, 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2019 (Street) MENLO PARK, CA94025 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 0 D ( 1 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

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 Series D Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class B Common S tock ( 3 ) 1,810,043 D ( 4 ) Series D Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 96,670 I TCV IX Cycle (B), L.P. ( 5 ) Series D Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 139,555 I TCV IX Cycle (MF), L.P. ( 6 ) Series D Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 510,727 I TCV IX (A), L.P. ( 7 ) Series F Preferred Stock ( 8 ) ( 8 ) ( 8 ) Class B Common Stock ( 3 ) 7,350,467 D ( 4 ) Series F Preferred Stock ( 8 ) ( 8 ) ( 8 ) Class B Common Stock ( 3 ) 392,570 I TCV IX Cycle (B), L.P. ( 5 ) Series F Preferred Stock ( 8 ) ( 8 ) ( 8 ) Class B Common Stock ( 3 ) 570,620 I TCV IX Cycle (MF), L.P. ( 6 ) Series F Preferred Stock ( 8 ) ( 8 ) ( 8 ) Class B Common Stock ( 3 ) 2,074,031 I TCV IX (A), L.P. ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TCV IX Cycle, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X May be part of a 13(d) group TCV IX Cycle (B), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 May be part of a 13(d) group TCV IX Cycle (MF), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 May be part of a 13(d) group TCV IX (A), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 May be part of a 13(d) group TCV IX Cycle GP, LLC C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X May be part of a 13(d) group TCV IX, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X May be part of a 13(d) group Technology Crossover Management IX, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X May be part of a 13(d) group Technology Crossover Management IX, Ltd. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X May be part of a 13(d) group HOAG JAY C C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Signatures By: /s/ Frederic D. Fenton, Authorized Signatoryfor TCV IX Cycle, L.P. 09/25/2019 Signature of Reporting Person Date By: /s/ Frederic D. Fenton, Authorized Signatoryfor TCV IX Cycle (B), L.P. 09/25/2019 Signature of Reporting Person Date By: /s/ Frederic D. Fenton, Authorized Signatoryfor TCV IX Cycle (MF), L.P. 09/25/2019 Signature of Reporting Person Date By: /s/ Frederic D. Fenton, Authorized Signatoryfor TCV IX (A), L.P. 09/25/2019 Signature of Reporting Person Date By: /s/ Frederic D. Fenton, Authorized Signatoryfor TCV IX Cycle GP, LLC 09/25/2019 Signature of Reporting Person Date By: /s/ Frederic D. Fenton, Authorized Signatoryfor TCV IX, L.P. 09/25/2019 Signature of Reporting Person Date By: /s/ Frederic D. Fenton, Authorized Signatoryfor Technology Crossover Management IX, L.P. 09/25/2019 Signature of Reporting Person Date By: /s/ Frederic D. Fenton, Authorized Signatoryfor Technology Crossover Management IX, Ltd. 09/25/2019 Signature of Reporting Person Date By: /s/ Frederic D. Fenton, Authorized Signatoryfor Jay C. Hoag 09/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and Technology Crossover Management X, Ltd. and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX") and Technology Crossover Management X, L.P. Mr. Hoag is a director of the issuer and directly owns no shares of the issuer. ( 2 )Each share of the issuer's Series D Preferred Stock will automatically convert into (one) 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. ( 3 )Each share of the issuer's Class B Common Stock will automatically be converted into one (1) share of the issuer's Class A Common Stock (a) at the option of the holder and (b) immediately prior to the close of business on the earliest of (i) ten (10) years from the closing of the issuer's IPO, (ii) the date on which the outstanding shares of Class B Common Stock represent less than one percent (1%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding or (iii) the date specified by the affirmative vote of the holders of Class B Common Stock representing not less than two-thirds (2/3) of the voting power of the outstanding shares of Class B Common Stock, voting separately as a single class, and has no expiration date. ( 4 )These shares are directly held by TCV IX Cycle, L.P. ("Cycle IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, LLC ("TCV IX Cycle GP"), which in turn is the sole general partner of Cycle IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 5 )These shares are directly held by TCV IX Cycle (B), L.P. ("Cycle B IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle B IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle B IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 6 )These shares are directly held by TCV Cycle IX (MF), L.P. ("Cycle MF IX"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle MF IX. Mr. Hoag is also a limited partner of TCV Member Fund, L.P., which is the sole limited partner of Cycle MF IX. Mr. Hoag, Management IX, TCM IX, TCV IX, L.P. and TCV IX Cycle GP may be deemed to beneficially own the shares held by Cycle MF IX but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 7 )These shares are directly held by TCV IX (A), L.P. ("TCV IX A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX A. Mr. Hoag, Management IX and TCM IX may be deemed to beneficially own the shares held by TCV IX A but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 8 )Each share of the issuer's Series F Preferred Stock will automatically convert into one (1) share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

Remarks: This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by TCV X Cycle, L.P., TCV X Cycle (B), L.P., TCV X Cycle (MF), L.P., TCV X (A), L.P., TCV X Cycle GP, LLC, TCV X, L.P., Technology Crossover Management X, L.P. and Technology Crossover Management X, Ltd. on September 25, 2019.

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.