UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Peloton Interactive, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.000025
(Title of Class of Securities)
70614W100
(CUSIP Number)
February 25, 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:
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[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*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 the 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
Page 1 of 10 Pages
Exhibit Index: Page 8
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CUSIP NO. 70614W100
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Page 2 of 10 Pages
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1.
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Names of Reporting Persons
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SOROS FUND MANAGEMENT LLC
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a. [ ]
b. [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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DELAWARE
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5.
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Sole Voting Power
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Number of
Shares
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2,730,459
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
2,730,459
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,730,459
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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5.74%
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12.
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Type of Reporting Person (See Instructions)
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OO
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CUSIP NO. 70614W100
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Page 3 of 10 Pages
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1.
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Names of Reporting Persons
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GEORGE SOROS
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a. [ ]
b. [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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UNITED STATES
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5.
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Sole Voting Power
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Number of
Shares
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0
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
2,730,459
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Reporting
Person
With
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
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2,730,459
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,730,459
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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5.74%
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12.
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Type of Reporting Person (See Instructions)
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IN
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CUSIP NO. 70614W100
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Page 4 of 10 Pages
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Item 1(a).
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Name of Issuer:
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Peloton Interactive, Inc. (the “Issuer”).
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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125 West 25th Street, 11th Floor
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New York, NY 10001
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Item 2(a).
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Name of Person Filing
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The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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(i)
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Soros Fund Management LLC (“SFM LLC”); and
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(ii)
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George Soros.
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This statement relates to Shares (as defined herein) held for the accounts of Quantum Partners LP, a Cayman Islands exempted limited partnership (“Quantum Partners”) and a certain other
fund/account (the "Account"). SFM LLC serves as investment manager to Quantum Partners and the Account. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the accounts of
Quantum Partners and the Account. George Soros serves as Chairman of SFM LLC and has sole discretion to replace FPR Manager LLC, the Manager of SFM LLC.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 250 West 55th Street, 29th Floor, New York, NY 10019.
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Item 2(c).
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Citizenship:
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(i)
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SFM LLC is a Delaware limited liability company; and
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(ii)
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George Soros is a United States citizen.
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CUSIP NO. 70614W100
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Page 5 of 10 Pages
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, par value $0.000025 per share (the “Shares”).
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Item 2(e).
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CUSIP Number:
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70614W100
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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This Item 3 is not applicable.
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Item 4.
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Ownership:
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Item 4(a).
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Amount Beneficially Owned:
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As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 2,730,459 Shares, which includes (i) 2,550,708 Shares held for the account of Quantum Partners and (ii) 179,751
Shares held for the account of the Account.
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Item 4(b).
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Percent of Class:
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As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 5.74% of the total number of Shares outstanding.
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Item 4(c).
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Number of shares as to which such person has:
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SFM LLC
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(i)
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Sole power to vote or direct the vote
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2,730,459
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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2,730,459
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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CUSIP NO. 70614W100
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Page 6 of 10 Pages
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George Soros
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(i)
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Sole power to vote or direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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2,730,459
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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2,730,459
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the
following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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The partners of Quantum Partners and the Account are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the accounts
of Quantum Partners and the Account, as applicable, in accordance with their ownership interests in Quantum Partners and the Account.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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This Item 7 is not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. 70614W100
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Page 7 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: March 6, 2020
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SOROS FUND MANAGEMENT LLC
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By: /s/ Regan O'Neill
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Regan O’Neill
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Assistant General Counsel
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Date: March 6, 2020
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GEORGE SOROS
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By: /s/ Regan O'Neill
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Regan O’Neill
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Attorney-in-Fact
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CUSIP NO. 70614W100
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Page 8 of 10 Pages
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EXHIBIT INDEX
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Page No.
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A.
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Joint Filing Agreement, dated as of March 6, 2020, by and between Soros Fund Management LLC and George Soros
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9
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B.
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Power of Attorney, dated as of February 11, 2020, granted by George Soros in favor of Boyd M. Johnson III, Michael Adams, Thomas O’Grady, Regan O’Neill, John DeSisto and Michael Flynn
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10
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CUSIP NO. 70614W100
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Page 9 of 10 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Schedule 13G with respect to the Class A Common Stock, par value $0.000025 per share, of Peloton Interactive, Inc., dated as of March 6, 2020,
is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of
1934.
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Date: March 6, 2020
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SOROS FUND MANAGEMENT LLC
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By: /s/ Regan O'Neill
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Regan O’Neill
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Assistant General Counsel
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Date: March 6, 2020
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GEORGE SOROS
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By: /s/ Regan O'Neill
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Regan O’Neill
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Attorney-in-Fact
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CUSIP NO. 70614W100
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Page 10 of 10 Pages
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EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of BOYD M. JOHNSON III, MICHAEL ADAMS, THOMAS O’GRADY, REGAN O’NEILL, JOHN DESISTO and MICHAEL FLYNN, acting
individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its
affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or
ancillary thereto, including without limitation all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
Execution of this power of attorney revokes that certain Power of Attorney dated as of the 24th day of November, 2015 with respect to the same matters addressed above.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 11th day of February, 2020.
GEORGE SOROS
/s/ Maryann Canfield
Maryann Canfield
Attorney-in-Fact for George Soros