Sec Form 3 Filing - CALLAGHAN JON @ 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 CALLAGHAN JON 2. Issuer Name and Ticker or Trading Symbol PELOTON INTERACTIVE, INC. [ PTON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 575 HIGH STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2019 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 No securities beneficially held 0 D

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 A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 200,000 I By True Ventures IV, L.P. ( 3 ) ( 4 ) ( 5 ) Series C Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 18,041,748 I By True Ventures IV, L.P. ( 3 ) ( 4 ) ( 5 ) Series D Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class B Common Stock ( 2 ) 3,003,768 I By True Ventures Select I, L.P. ( 3 ) ( 4 ) Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Class B Common Stock ( 2 ) 923,284 I By True Ventures Select I, L.P. ( 3 ) ( 4 ) Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Class B Common Stock ( 2 ) 2,769,852 I By True Ventures Select II, L.P. ( 3 ) ( 4 ) Series D Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class B Common Stock ( 2 ) 2,045,597 I By True Ventures Select III, L.P. ( 3 ) ( 4 ) Series F Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class B Common Stock ( 2 ) 1,385,025 I By True Ventures Select III, L.P. ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CALLAGHAN JON 575 HIGH STREET, SUITE 400 PALO ALTO, CA94301 X X Signatures /s/ Hisao Kushi as attorney-in-fact for Jonathan D. Callaghan 09/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the issuer's Series A 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 convert 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 securities are held of record by True Ventures IV, L.P., True Ventures Select I, L.P., True Ventures Select II, L.P. and True Ventures Select III, L.P., as applicable. True Venture Partners IV, L.L.C. is the general partner of True Ventures IV, L.P., True Venture Partners Select I, L.L.C. is the general partner of True Ventures Select I, L.P., True Venture Partners Select II, L.L.C. is the general partner of True Ventures Select II, L.P., and True Venture Partners Select III, L.L.C. is the general partner of True Ventures Select III, L.P. The reporting person and Philip Black are the managing members of each of True Ventures IV, L.L.C., True Venture Partners Select I, L.L.C., True Venture Partners Select II, L.L.C, and True Venture Partners Select III, L.L.C. ( 4 )FN 3 CONTINUED: Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 5 )The reported securities are held of record by True Ventures IV, L.P. for itself and as nominee for True Ventures IV-A, L.P. ( 6 )Each share of the issuer's Series C 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. ( 7 )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 IPO and has no expiration date. ( 8 )Each share of the issuer's Series E 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. ( 9 )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 report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with True Ventures and their associated managing members.

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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