SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Draft Howard C. (Last) (First) (Middle) C/O PELOTON INTERACTIVE, INC. 125 WEST 25TH STREET, 11TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PELOTON INTERACTIVE, INC. [ PTON ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/26/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/26/2019		P		34,483	A	$29	34,483	I	By Howard Craig Draft Living Trust(1)
Class A Common Stock	09/26/2019		P		17,241	A	$29	17,241	I	By IRA(2)
Class A Common Stock	09/26/2019		P		17,241	A	$29	17,241	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(3)	09/30/2019		C			140,736	(3)	(3)	Class B Common Stock(4)	140,736	$0.00	0	D
Class B Common Stock	(4)	09/30/2019		C		140,736		(4)	(4)	Class A Common Stock	140,736	$0.00	370,318	D
Series F Preferred Stock	(5)	09/30/2019		C			58,864	(5)	(5)	Class B Common Stock(4)	58,864	$0.00	0	D
Class B Common Stock	(4)	09/30/2019		C		58,864		(4)	(4)	Class A Common Stock	58,864	$0.00	429,182	D
Series B Preferred Stock	(3)	09/30/2019		C			140,736	(3)	(3)	Class B Common Stock(4)	140,736	$0.00	0	I	By spouse
Class B Common Stock	(4)	09/30/2019		C		140,736		(4)	(4)	Class A Common Stock	140,736	$0.00	140,736	I	By spouse
Series F Preferred Stock	(5)	09/30/2019		C			6,925	(5)	(5)	Class B Common Stock(4)	6,925	$0.00	0	I	By spouse
Class B Common Stock	(4)	09/30/2019		C		6,925		(4)	(4)	Class A Common Stock	6,925	$0.00	147,661	I	By spouse

Explanation of Responses:

1. These securities are held of record by Howard Draft and Louis R Malikow, Trustees of the Howard Craig Draft Living Trust u/a/d 2/22/1991.

2. These shares are held of record by Goldman Sachs, Custodian of the reporting person's IRA.

3. Each share of the issuer's Series B Preferred Stock automatically converted into one (1) share of the issuer's Class B Common Stock on September 30, 2019 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-233482) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.

4. Each share of the issuer's Class B Common Stock will automatically be converted into one (1) share of the issuer's Class A Common Stock (a) at the option of the holder and (b) immediately prior to the close of business on the earliest of (i) ten (10) years from the closing of the issuer's IPO, (ii) the date on which the outstanding shares of Class B Common Stock represent less than one percent (1%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding or (iii) the date specified by the affirmative vote of the holders of Class B Common Stock representing not less than two-thirds (2/3) of the voting power of the outstanding shares of Class B Common Stock, voting separately as a single class, and has no expiration date.

5. Each share of the issuer's Series F Preferred Stock automatically converted into one (1) share of the issuer's Class B Common Stock on September 30, 2019 in connection with the closing of the issuer's sale of its Class A Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

Remarks:

	/s/ Hisao Kushi as attorney-in-fact for Howard Draft	09/30/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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