PELOTON INTERACTIVE, INC. — Major Shareholding Notification 2020

Feb 13, 2020

SC 13G 1 tm207548-2_sc13g.htm SCHEDULE 13G

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _____)*

Peloton Interactive, Inc.

(Name of Issuer)

Class A Common Stock

(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:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

Exhibit Index Contained on Page 8

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CUSIP NO. 70614W100 13G Page 2 of 9

1	NAME OF REPORTING PERSONS
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 7,332,839 shares (including 7,332,839 shares of Class B Common Stock that are convertible at any time at the
option of KPCB DGF into 7,332,839 shares of Class A Common Stock), except that KPCB DGF III Associates, LLC (“Associates”),
the managing member of KPCB DGF, may be deemed to have sole power to vote these shares. |
| --- | --- |
| 6 | SHARED VOTING POWER See
response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 7,332,839 shares (including 7,332,839 shares of Class B Common Stock that are convertible at any time at
the option of KPCB DGF into 7,332,839 shares of Class A Common Stock), except that Associates, the managing member of KPCB DGF,
may be deemed to have sole power to dispose of these shares. |
| 8 | SHARED DISPOSITIVE POWER See
response to row 7. |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7,332,839 |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 14.4% 1 |
| 12 | TYPE
OF REPORTING PERSON | OO |

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1 Assumes the conversion of all such reporting person’s beneficially owned shares of Class B Common Stock into shares of Class A Common Stock.

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CUSIP NO. 70614W100 13G Page 3 of 9

1	NAME OF REPORTING PERSONS
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 90,566 shares (including 90,566 shares of Class B Common Stock that are convertible at any time at the option of KPCB DGF Founders into 90,566 shares of Class A Common Stock), except that Associates, the managing member of KPCB DGF Founders, may be deemed to have sole power to vote these shares.
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 90,566 shares (including 90,566 shares of Class B Common Stock that are convertible at any time at the option of KPCB DGF Founders into 90,566 shares of Class A Common Stock), except that Associates, the managing member of KPCB DGF Founders, may be deemed to have sole power to dispose of these shares.
8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	90,566
10	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.2% 2
12	TYPE OF REPORTING PERSON	OO

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2 Assumes the conversion of all such reporting person’s beneficially owned shares of Class B Common Stock into shares of Class A Common Stock.

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CUSIP NO. 70614W100 13G Page 4 of 9

1	NAME OF REPORTING PERSONS
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 7,423,405 shares (including 7,332,839 shares of Class B Common Stock that are convertible at any time at the option of KPCB DGF into 7,332,839 shares of Class A Common Stock and 90,566 shares of Class B Common Stock that are convertible at any time at the option of KPCB DGF Founders into 90,566 shares of Class A Common Stock), of which 7,332,839 are directly owned by KPCB DGF and 90,566 are directly owned by KPCB DGF Founders. Associates, the managing member of KPCB DGF and KPCB DGF Founders, may be deemed to have sole power to vote these shares.
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 7,423,405 shares (including 7,332,839 shares of Class B Common Stock that are convertible at any time at the option of KPCB DGF into 7,332,839 shares of Class A Common Stock and 90,566 shares of Class B Common Stock that are convertible at any time at the option of KPCB DGF Founders into 90,566 shares of Class A Common Stock), of which 7,332,839 are directly owned by KPCB DGF and 90,566 are directly owned by KPCB DGF Founders. Associates, the managing member of KPCB DGF and KPCB DGF Founders, may be deemed to have sole power to dispose of these shares.
8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	7,423,405
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	14.5% 3
12	TYPE OF REPORTING PERSON	OO

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3 Assumes the conversion of all such reporting person’s beneficially owned shares of Class B Common Stock into shares of Class A Common Stock.

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CUSIP NO. 70614W100 13G Page 5 of 9

ITEM 1(A). NAME OF ISSUER

Peloton Interactive, Inc. (the “Issuer”)

ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 125 West 25 th Street, 11th Floor New York, New York 10001

ITEM 2(A). NAME OF PERSONS FILING This Schedule is filed by KPCB Digital Growth Fund III, LLC, a Delaware limited liability company, KPCB Digital Growth Founders Fund III, LLC, a Delaware limited liability company, and KPCB DGF III Associates, LLC a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.”

ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:

c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, California 94025

ITEM 2(C). CITIZENSHIP See Row 4 of cover page for each Reporting Person.

ITEM 2(D). TITLE OF CLASS OF SECURITIES Class A Common Stock, $ 0.000025 par value.

ITEM 2(E) CUSIP NUMBER 70614W100

ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

ITEM 4. OWNERSHIP

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2019:

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CUSIP NO. 70614W100 13G Page 6 of 9

(a) Amount beneficially owned : See Row 9 of cover page for each Reporting Person.

(b) Percent of Class : See Row 11 of cover page for each Reporting Person.

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

(i) Sole power to vote or to direct the vote : See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote :

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of :

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of : See Row 8 of cover page for each Reporting Person.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON . Under certain circumstances set forth in the limited liability company agreements of the Reporting Persons, the members of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a member.

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. CERTIFICATION . Not applicable.

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CUSIP NO. 70614W100 13G Page 7 of 9

SIGNATURES

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 12, 2020

KPCB DIGITAL GROWTH FUND III, LLC, a Delaware limited liability company
By: KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company, its managing member
By:	/s/ Susan Biglieri
	Susan Biglieri
	Chief Financial Officer

KPCB DIGITAL GROWTH FOUNDERS FUND III, LLC, a Delaware limited liability company
By: KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company, its managing member
By:	/s/ Susan Biglieri
	Susan Biglieri
	Chief Financial Officer
KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company
By:	/s/ Susan Biglieri
	Susan Biglieri
	Chief Financial Officer

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CUSIP NO. 70614W100 13G Page 8 of 9

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	9

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CUSIP NO. 70614W100 13G Page 9 of 9

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 12, 2020

KPCB DIGITAL GROWTH FUND III, LLC, a Delaware limited liability company
By: KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company, its managing member
By:	/s/ Susan Biglieri
	Susan Biglieri
	Chief Financial Officer
KPCB DIGITAL GROWTH FOUNDERS FUND III, LLC, a Delaware limited liability company
By: KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company, its managing member
By:	/s/ Susan Biglieri
	Susan Biglieri
	Chief Financial Officer
KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company
By:	/s/ Susan Biglieri
	Susan Biglieri
	Chief Financial Officer

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