PELOTON INTERACTIVE, INC. — Major Shareholding Notification 2020

Feb 14, 2020

SC 13G 1 c95155_sc13g.htm

CUSIP No. 70614W100

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.)*

Peloton Interactive, Inc.

(Name of Issuer)

Common

(Title of Class of Securities)

70614W100

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

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

x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)

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*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

13G Page 2 of 6

1.	NAME OF REPORTING PERSONS
	TIAA-CREF Investment Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o

3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER	2,641,155
6.	SHARED VOTING POWER	0
7.	SOLE DISPOSITIVE POWER	2,641,155
8.	SHARED DISPOSITIVE POWER	0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,641,155
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	6.04%
12.	TYPE OF REPORTING PERSON
	IA

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CUSIP No. 70614W100

13G Page 3 of 6

Item 1(a).	NAME OF ISSUER:
	Peloton Interactive, Inc.
Item 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
	c/o Peloton Interactive, Inc.
	125 W. 25 th Street
	11 th Floor
	New York, NY 10001
	United States
Items 2(a)-2(c).	NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING:
	TIAA-CREF Investment Management, LLC (“TCIM”)
	730 Third Avenue
	New York, NY 10017-3206
	Citizenship: Delaware
Item 2(d).	TITLE OF CLASS OF SECURITIES:
	Common Stock
Item 2(e).	CUSIP NUMBER: 70614W100
Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER
THE PERSON FILING IS A:

TCIM

| (a) | o | Broker or dealer registered under Section 15 of the Exchange
Act. |
| --- | --- | --- |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment Company registered under Section 8 of the Investment Company
Act of 1940. |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act. |
| (i) | o | A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |

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CUSIP No. 70614W100

13G Page 4 of 6

Item 4.	OWNERSHIP
	(a) Amount Beneficially Owned:
	2,641,155
	(b) Percent of Class:
	6.04%
	(c) Number of shares as to which such person has:
	(i) sole power to vote or direct the vote:
	2,641,155
	(ii) shared power to vote or direct the vote:
	0
	(iii) sole power to dispose or to direct the disposition of:
	2,641,155
	(iv) shared power to dispose or to direct the disposition of:
	0
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 o .
Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	See Exhibit A attached
Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	Not Applicable
Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not Applicable
Item 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not Applicable
Item 10.	CERTIFICATIONS.

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CUSIP No. 70614W100

13G Page 5 of 6

| By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and 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, other
than activities solely in connection with nomination under §240.14a-11 |
| --- |
| SIGNATURE. |
| After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. |
| Date: February 14, 2020 |

TIAA-CREF INVESTMENT MANAGEMENT, LLC
By: /s/ Stuart R. Brunet
Stuart Brunet,
Managing Director,
Chief Compliance
Officer

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CUSIP No. 70614W100

13G Page 6 of 6

EXHIBIT A

ITEM 6. OWNERSHIP.

TIAA-CREF Investment Management, LLC (“TCIM”) is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 2,641,155 shares of Issuer’s common stock owned by CREF. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer.

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