0001104659-20-028071.txt : 20200303 0001104659-20-028071.hdr.sgml : 20200303 20200302182237 ACCESSION NUMBER: 0001104659-20-028071 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200303 DATE AS OF CHANGE: 20200302 GROUP MEMBERS: CP7 MANAGEMENT L.L.C. GROUP MEMBERS: J. MICHAEL CHU GROUP MEMBERS: SCOTT A. DAHNKE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PELOTON INTERACTIVE, INC. CENTRAL INDEX KEY: 0001639825 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91146 FILM NUMBER: 20678953 BUSINESS ADDRESS: STREET 1: C/O PELOTON INTERACTIVE, INC. STREET 2: 125 W. 25TH ST., 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 866-679-9129 MAIL ADDRESS: STREET 1: C/O PELOTON INTERACTIVE, INC. STREET 2: 125 W. 25TH ST., 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: Peloton Interactive, Inc. DATE OF NAME CHANGE: 20150416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CP Interactive Fitness, LP CENTRAL INDEX KEY: 0001803026 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CATTERTON MANAGEMENT COMPANY, L.L.C. STREET 2: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-4901 MAIL ADDRESS: STREET 1: C/O CATTERTON MANAGEMENT COMPANY, L.L.C. STREET 2: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 tm2011425d1_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

SCHEDULE

13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Peloton Interactive, Inc.

(Name of Issuer)

Class B Common Stock

(Titles of Class of Securities)

(CUSIP Number)

February 24, 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 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).

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 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON IA

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 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON OO

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 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON IN

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 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON IN

CUSIP No.

Item 1(a).

Name of Issuer:

Peloton Interactive, Inc. (the “Issuer”)

Item 1(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:

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).

Address of Principal Business Office or, if none, Residence:

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).

Citizenship:

See responses to Item 4 on each cover page.

Item 2(d).

Titles of Classes of Securities:

Class B Common Stock, $0.000025 par value per share.

Item 2(e).

CUSIP Number:

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(n):

Not Applicable.

Item 4.	Ownership

	(a)	Amount Beneficially Owned:

		0

	(b)	Percent of Class:

		0%

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

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 0
	(iii)	Sole power to dispose or to direct the disposition of:

		0

	(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 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.

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.

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: March 3, 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.

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: March 3, 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