PELOTON INTERACTIVE, INC. — Major Shareholding Notification 2020

Feb 13, 2020

SC 13G 1 tm207740d1_sc13g.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Peloton Interactive, Inc.

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(Name of Issuer)

Class B Common Stock

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(Titles of Class of Securities)

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(CUSIP Number)

December 31, 2019

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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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out of 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 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, as amended (the “ 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.

1	NAME OF REPORTING PERSON CP Interactive Fitness, 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:	5	SOLE VOTING POWER 12,803,381
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 12,803,381
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 12,803,381
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.4%
12	TYPE OF REPORTING PERSON IA

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CUSIP No.

1	NAME OF REPORTING PERSON CP7 Management L.L.C.
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:	5	SOLE VOTING POWER 12,803,381
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 12,803,381
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 12,803,381
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.4%
12	TYPE OF REPORTING PERSON OO

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CUSIP No.

1	NAME OF REPORTING PERSON J. Michael Chu
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:	5	SOLE VOTING POWER 12,803,381
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 12,803,381
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 12,803,381
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.4%
12	TYPE OF REPORTING PERSON IN

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CUSIP No.

1	NAME OF REPORTING PERSON Scott A. Dahnke
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:	5	SOLE VOTING POWER 12,803,381
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 12,803,381
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 12,803,381
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.4%
12	TYPE OF REPORTING PERSON IN

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CUSIP No.

Item 1(a).
Peloton Interactive, Inc. (the “ Issuer ”)

Item 1(b).
125 West 25th Street, 11th Floor
New York, New York 10001

Item 2(a).
This statement is filed by the entities and
persons listed below, all of whom together are referred to herein as the “ Reporting Persons ”:
(i) CP Interactive Fitness, LP (ii) CP7 Management L.L.C. (iii) J. Michael Chu (iv) Scott A. Dahnke

Item 2(b).
The principal business address of each of the Reporting
Persons is as follows:
c/o Catterton Management Company, L.L.C.
599 West Putnam Avenue, Greenwich, Connecticut

Item 2(c).
See responses to Item 4 on each cover page.

Item 2(d).
Class B Common Stock, $0.000025 par value per share.

Item 2(e). CUSIP Number:

Item 3.
Not Applicable.

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Item 4.
(a)	Amount Beneficially Owned:
	CP Interactive Fitness, LP directly holds 12,803,381 shares
(the “ Peloton Shares ”) of Class B Common Stock of the Issuer, or 5.4% of the outstanding shares of Class B Common
Stock of the Issuer, based on 236,819,100 shares of Class B Common Stock of the Issuer outstanding as of October 31, 2019, as reported
in the Form 10-Q of the Issuer filed with the Securities and Exchange Commission on November 6, 2019. CP7 Management L.L.C. is the general partner of CP
Interactive Fitness, LP. The sole and managing members of CP7 Management, LLC are J. Michael Chu and Scott A. Dahnke. Mr. Chu
and Mr. Dahnke both disclaim beneficial ownership of any of the shares held of record and beneficially owned by CP Interactive.
(b)	Percent of Class:
	See responses to Item 11 on each cover page.
(c)	Number of shares as to which such person has:

	(ii)	Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. — Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii)	Sole power to dispose or to direct the disposition of:
		See responses to Item 7 on each cover page.
	(iv)	Shared power to dispose or to direct the disposition of:
		See responses to Item 8 on each cover page.
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 ¨ .

Item 6.
Not Applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

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Item 9.
Not Applicable.

Item 10.
Not Applicable.

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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.

Dated: February 13, 2020

CP Interactive Fitness, LP By: CP7 Management L.L.C., its general partner
By:	/s/ Scott A. Dahnke
Name:	Scott A. Dahnke
Title:	Managing Member of the general partner
CP7 Management L.L.C. By: Scott A. Dahnke
By:	/s/ Scott A. Dahnke
Name:	Scott A. Dahnke
Title:	Managing Member
J. Michael Chu By: J. Michael Chu
By:	/s/ J. Michael Chu
Name:	J. Michael Chu
Scott A. Dahnke By: Scott A. Dahnke
By:	/s/ Scott A. Dahnke
Name:	Scott A. Dahnke

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class B Common Stock, par value $0.000025 per share, of Peloton Interactive, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 13, 2020

CP Interactive Fitness, LP By: CP7 Management L.L.C., its general partner
By:	/s/ Scott A. Dahnke
Name:	Scott A. Dahnke
Title:	Managing Member of the general partner
CP7 Management L.L.C. By: Scott A. Dahnke
By:	/s/ Scott A. Dahnke
Name:	Scott A. Dahnke
Title:	Managing Member
J. Michael Chu By: J. Michael Chu
By:	/s/ J. Michael Chu
Name:	J. Michael Chu
Scott A. Dahnke By: Scott A. Dahnke
By:	/s/ Scott A. Dahnke
Name:	Scott A. Dahnke

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