Sec Form 3 Filing - TCV X 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

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1. Name and Address of Reporting Person TCV X 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 _____ 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

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 ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 2,067,355 D ( 3 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 100,792 I TCV X Cycle (B), L.P. ( 4 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 115,670 I TCV X Cycle (MF), L.P. ( 5 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 512,669 I TCV X (A), L.P. ( 6 )

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

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )These shares are directly held by TCV X Cycle, L.P. ("Cycle X"). Jay C. Hoag is a Class A Member of Technology Crossover Management X, Ltd. ("Management X") and a limited partner of Technology Crossover Management X, L.P. ("TCM X"). Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, LLC ("TCV X Cycle GP"), which in turn is the sole general partner of Cycle X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle X but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 4 )These shares are directly held by TCV X Cycle (B), L.P. ("Cycle B X"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, which in turn is the sole general partner of Cycle B X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle B X 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 Cycle X (MF), L.P. ("Cycle MF X"). Mr. Hoag is a Class A Member of Management X and a limit ed partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, L.P., which in turn is the sole member of TCV X Cycle GP, which in turn is the sole general partner of Cycle MF X. Mr. Hoag is also a limited partner of TCV X Member Fund, L.P., which is the sole limited partner of Cycle MF X. Mr. Hoag, Management X, TCM X, TCV X, L.P. and TCV X Cycle GP may be deemed to beneficially own the shares held by Cycle MF X 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 X (A), L.P. ("TCV X A"). Mr. Hoag is a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X A. Mr. Hoag, Management X and TCM X may be deemed to beneficially own the shares held by TCV X A but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

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