PELOTON INTERACTIVE, INC. — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G/A 1 tm216646d1_sc13ga.htm SC 13G/A

Field: Rule-Page

Field: /Rule-Page

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. 1)*

Peloton Interactive, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

70614W100

(CUSIP Number)

December 31, 2020

(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)

Field: Rule-Page

Field: /Rule-Page

Page 1 of 8

Exhibit Index Contained on Page 7

Field: Page; Sequence: 1

Field: /Page

CUSIP NO. 70614W100 13 G Page 2 of 8

| 1 | NAME
OF REPORTING PERSONS KPCB Digital Growth Fund III, LLC (“KPCB DGF”) | |
| --- | --- | --- |
| 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 1,317,342 shares, 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 1,317,342 shares, 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	1,317,342
10	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.5%
12	TYPE OF REPORTING PERSON	OO

Field: Page; Sequence: 2

Field: /Page

CUSIP NO. 70614W100 13 G Page 3 of 8

| 1 | NAME
OF REPORTING PERSONS KPCB Digital Growth Founders Fund III, LLC
(“KPCB DGF Founders”) | |
| --- | --- | --- |
| 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 16,268 shares, 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 16,268 shares, 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	16,268
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
12	TYPE OF REPORTING PERSON	OO

Field: Page; Sequence: 3

Field: /Page

CUSIP NO. 70614W100 13 G Page 4 of 8

| 1 | NAME
OF REPORTING PERSONS KPCB DGF III Associates, 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 1,333,610 shares, of which 1,317,342 shares are directly owned by KPCB DGF and 16,268 shares 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 1,333,610 shares, of which 1,317,342 shares are directly owned by KPCB DGF and 16,268 shares 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	1,333,610
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.5%
12	TYPE OF REPORTING PERSON	OO

Field: Page; Sequence: 4

Field: /Page

CUSIP NO. 70614W100 13 G Page 5 of 8

This Amendment No. 1 amends the Statement on Schedule 13G previously 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.” Only those items as to which there has been a change are included in this Amendment No. 1.

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, 2020:

(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

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 Yes

Field: Page; Sequence: 5

Field: /Page

CUSIP NO. 70614W100 13 G Page 6 of 8

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, 2021

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

Field: Page; Sequence: 6

Field: /Page

CUSIP NO. 70614W100 13 G Page 7 of 8

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	8

Field: Page; Sequence: 7

Field: /Page

CUSIP NO. 70614W100 13 G Page 8 of 8

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, 2021

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

Field: Page; Sequence: 8; Options: Last

Field: /Page