PELOTON INTERACTIVE, INC. — Major Shareholding Notification 2020

May 12, 2020

SC 13G/A 1 formsc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Peloton Interactive, Inc.

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(Name of Issuer)

Class A common stock, $0.000025 par value per share

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(Title of Class of Securities)

70614W100

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(CUSIP Number)

April 30, 2020

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| [ ] | Rule
13d-1(b) |
| --- | --- |
| [X] | Rule
13d-1(c) |
| [ ] | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 70614W100 SCHEDULE 13G/A Page 2 of 10 Pages

| 1 | NAME
OF REPORTING PERSONS Woodson
Capital Master Fund, LP |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER -0- |
| --- | --- |
| 6 | SHARED
VOTING POWER 4,147,146 |
| 7 | SOLE
DISPOSITIVE POWER -0- |
| 8 | SHARED
DISPOSITIVE POWER 4,147,146 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,147,146 | |
| --- | --- | --- |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.01% | |
| 12 | TYPE
OF REPORTING PERSON OO | |

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CUSIP No. 70614W100 SCHEDULE 13G/A Page 3 of 10 Pages

| 1 | NAME
OF REPORTING PERSONS Woodson
Capital General Partner, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER -0- |
| --- | --- |
| 6 | SHARED
VOTING POWER 4,468,908 |
| 7 | SOLE
DISPOSITIVE POWER -0- |
| 8 | SHARED
DISPOSITIVE POWER 4,468,908 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,908 | |
| --- | --- | --- |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.17% | |
| 12 | TYPE
OF REPORTING PERSON OO | |

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CUSIP No. 70614W100 SCHEDULE 13G/A Page 4 of 10 Pages

| 1 | NAME
OF REPORTING PERSONS Woodson
Capital Management, LP |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER -0- |
| --- | --- |
| 6 | SHARED
VOTING POWER 4,468,908 |
| 7 | SOLE
DISPOSITIVE POWER -0- |
| 8 | SHARED
DISPOSITIVE POWER 4,468,908 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,908 | |
| --- | --- | --- |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.17% | |
| 12 | TYPE
OF REPORTING PERSON PN,
IA | |

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CUSIP No. 70614W100 SCHEDULE 13G/A Page 5 of 10 Pages

| 1 | NAME
OF REPORTING PERSONS Woodson
Capital GP, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER -0- |
| --- | --- |
| 6 | SHARED
VOTING POWER 4,468,908 |
| 7 | SOLE
DISPOSITIVE POWER -0- |
| 8 | SHARED
DISPOSITIVE POWER 4,468,908 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,908 | |
| --- | --- | --- |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.17% | |
| 12 | TYPE
OF REPORTING PERSON OO | |

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CUSIP No. 70614W100 SCHEDULE 13G/A Page 6 of 10 Pages

| 1 | NAME
OF REPORTING PERSONS James
Woodson Davis |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER -0- |
| --- | --- |
| 6 | SHARED
VOTING POWER 4,468,908 |
| 7 | SOLE
DISPOSITIVE POWER -0- |
| 8 | SHARED
DISPOSITIVE POWER 4,468,908 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,908 | |
| --- | --- | --- |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.17% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

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CUSIP No. 70614W100 SCHEDULE 13G/A Page 7 of 10 Pages

ITEM 1. (a) Name of Issuer:

Peloton Interactive, Inc. (the “ Company ”)

(b) Address of Issuer’s Principal Executive Offices :

125 West 25th Street, 11th Floor New York, New York 10001

ITEM 2. (a) Name of Person Filing:

(i) Woodson Capital Master Fund, LP, a Cayman Islands exempted company (the “ Woodson Master ”), with respect to the Shares held by it;

(ii) Woodson Capital General Partner, LLC, a Delaware limited liability company and the general partner of the Woodson funds (the “ Fund General Partner ”), with respect to the Shares held by the Woodson funds;

(iii) Woodson Capital Management, LP, a Delaware limited partnership and the investment manager of the Woodson funds (the “ Investment Manager ”), with respect to the Shares held by the Woodson funds;

(iv) Woodson Capital GP, LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “ Investment Manager General Partner ”), with respect to the Shares held by the Woodson funds; and

(v) James Woodson Davis, a United States citizen and the sole managing member of the Investment Manager General Partner (“ Woodson ”), with respect to the Shares held by the Woodson funds.

(b) Address of Principal Business Office, or, if none, Residence:

The address of the principal business office of (i) all of the Reporting Persons other than Woodson Master is 101 Park Avenue, 48th Floor, New York, New York, 10178; and (ii) Woodson Master is Maples Corporate Services Limited, Ugland House Grand Cayman, KY1-1104 Cayman Islands.

(c) Citizenship:

The citizenship of each of the Reporting Persons is set forth in the cover page for each Reporting Person.

(d) Title of Class of Securities:

Class A common stock, $0.000025 par value per share (the “Shares”)

(e) CUSIP Number:

70614W100

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CUSIP No. 70614W100 SCHEDULE 13G/A Page 8 of 10 Pages

ITEM 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is an entity specified in (a) - (k):

Not Applicable.

ITEM 4. Ownership

(a) Amount beneficially owned: See Item 9 on the cover page(s) hereto.

(b) Percent of class: See Item 11 on the cover page(s) hereto.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

ITEM 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

ITEM 8. Identification and Classification of Members of the Group

The Reporting Persons are filing this pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

ITEM 9. Notice of Dissolution of Group

Not Applicable.

ITEM 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. 70614W100 SCHEDULE 13G/A Page 9 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 11, 2020

| WOODSON
CAPITAL GP, LLC | |
| --- | --- |
| By: | James
Woodson Davis |
| By: | /s/
James Woodson Davis |
| Name: | James
Woodson Davis |
| Title: | Managing
Member |
| WOODSON
CAPITAL GENERAL PARTNER, LLC | |
| By: | James
Woodson Davis |
| By: | /s/
James Woodson Davis |
| Name: | James
Woodson Davis |
| Title: | Managing
Member |

| WOODSON
CAPITAL MANAGEMENT, LP | |
| --- | --- |
| On
its own behalf | |
| And
as Investment Manager to | |
| WOODSON
CAPITAL MASTER FUND, LP | |
| By: | James
Woodson Davis |
| By: | /s/
James Woodson Davis |
| Name: | James
Woodson Davis |
| Title: | Managing
Member of Woodson Capital GP, LLC |
| By: | /s/
James Woodson Davis |
| Name: | James
Woodson Davis |

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CUSIP No. 70614W100 SCHEDULE 13G/A Page 10 of 10 Pages

Exhibit I

JOINT FILING STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: May 11, 2020

| WOODSON
CAPITAL GP, LLC | |
| --- | --- |
| By: | James
Woodson Davis |
| By: | /s/
James Woodson Davis |
| Name: | James
Woodson Davis |
| Title: | Managing
Member |
| WOODSON
CAPITAL GENERAL PARTNER, LLC | |
| By: | James
Woodson Davis |
| By: | /s/
James Woodson Davis |
| Name: | James
Woodson Davis |
| Title: | Managing
Member |
| WOODSON
CAPITAL MANAGEMENT, LP On
its own behalf And
as Investment Manager to WOODSON
CAPITAL MASTER FUND, LP | |
| By: | James
Woodson Davis |
| By: | /s/
James Woodson Davis |
| Name: | James
Woodson Davis |
| Title: | Managing
Member of Woodson Capital GP, LLC |
| By: | /s/
James Woodson Davis |
| Name: | James
Woodson Davis |

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