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SCHEDULE 13G
Amendment No. 2
PELOTON INTERACTIVE INC
CLASS A COMMON STOCK
Cusip #70614W100
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Cusip #70614W100
Item 1: Reporting Person - FMR LLC
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 2,848,606
Item 6: 0
Item 7: 17,878,283
Item 8: 0
Item 9: 17,878,283
Item 11: 8.296%
Item 12: HC
Cusip #70614W100
Item 1: Reporting Person - Abigail P. Johnson
Item 2: (a) [ ]
(b) [ ]
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 17,878,283
Item 8: 0
Item 9: 17,878,283
Item 11: 8.296%
Item 12: IN
9,436,104 of the shares of Class A Common Stock of PELOTON
INTERACTIVE INC reported as being beneficially owned by the
reporting persons at May 29, 2020, are included in this
Schedule 13G because the reporting persons are deemed to
Beneficially own such shares as a result of the direct ownership of
9,436,104 shares of Class B Common Stock of PELOTON INTERACTIVE INC
by investment companies and/or other accounts advised by FMR CO.
LLC and FIDELITY INSTITUTIONAL ASSET MANAGEMENT TRUST
COMPANY, indirect wholly-owned subsidiaries of FMR LLC as of such
date, which shares of Class B Common Stock are convertible into
shares of Class A Common Stock at the election of the holder
at an exchange rate of 1:1. Such shares of Class B Common
Stock represent 12.228% of the outstanding Class B Common
Stock. Assuming the conversion of all outstanding shares
of Class B Common Stock into Class A Common Stock, the
17,878,283 shares of Class A Common Stock reported as being
beneficially owned by the reporting persons in this Schedule
13G would represent 6.312% of the outstanding Class A
Common Stock.
Item 1(a). Name of Issuer:
PELOTON INTERACTIVE INC
Item 1(b). Address of Issuer's Principal Executive Offices:
125 W. 25TH ST., 11TH FLOOR
New York, NY 10001
USA
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None, Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
CLASS A COMMON STOCK
Item 2(e). CUSIP Number:
70614W100
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c)
and the person filing, FMR LLC, is a parent holding company in accordance with
Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A).
Item 4. Ownership
(a) Amount Beneficially Owned: 17,878,283
(b) Percent of Class: 8.296%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,848,606
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 17,878,283
(iv) shared power to dispose or to direct the disposition of: 0
9,436,104 of the shares of Class A Common Stock of PELOTON
INTERACTIVE INC reported as being beneficially owned by the
reporting persons at May 29, 2020, are included in this
Schedule 13G because the reporting persons are deemed to
Beneficially own such shares as a result of the direct ownership of
9,436,104 shares of Class B Common Stock of PELOTON INTERACTIVE INC
by investment companies and/or other accounts advised by FMR CO.
LLC and FIDELITY INSTITUTIONAL ASSET MANAGEMENT TRUST
COMPANY, indirect wholly-owned subsidiaries of FMR LLC as of such
date, which shares of Class B Common Stock are convertible into
shares of Class A Common Stock at the election of the holder
at an exchange rate of 1:1. Such shares of Class B Common
Stock represent 12.228% of the outstanding Class B Common
Stock. Assuming the conversion of all outstanding shares
of Class B Common Stock into Class A Common Stock, the
17,878,283 shares of Class A Common Stock reported as being
beneficially owned by the reporting persons in this Schedule
13G would represent 6.312% of the outstanding Class A
Common Stock.
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.
One or more other persons are known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
CLASS A COMMON STOCK of PELOTON INTERACTIVE INC. No one other person's
interest in the CLASS A COMMON STOCK of PELOTON INTERACTIVE INC is more than
five percent of the total outstanding CLASS A COMMON STOCK.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and 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.
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.
June 9, 2020
Date
/s/ Kevin M. Meagher
Signature
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 28, 2018, by
and on behalf of FMR LLC and its direct and indirect subsidiaries*
* This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on October 9, 2018, accession number:
0000315066-18-002414.
Exhibit A
Pursuant to the instructions in Item 7 of Schedule 13G, the following table
lists the identity and Item 3 classification, if applicable, of each relevant
entity that beneficially owns shares of the security class being reported on
this Schedule 13G.
Entity ITEM 3 Classification
Fidelity Institutional Asset Management Trust Company BK
Fidelity Management & Research Company LLC * IA
Strategic Advisers LLC IA
* Entity beneficially owns 5% or greater of the outstanding shares of the
security class being reported on this Schedule 13G.
Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer
of FMR LLC.
Members of the Johnson family, including Abigail P. Johnson, are the
predominant owners, directly or through trusts, of Series B voting common
shares of FMR LLC, representing 49% of the voting power of FMR LLC. The
Johnson family group and all other Series B shareholders have entered into a
shareholders' voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting common shares and the
execution of the shareholders' voting agreement, members of the Johnson family
may be deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR LLC.
Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct
the voting of the shares owned directly by the various investment companies
registered under the Investment Company Act ("Fidelity Funds") advised by
Fidelity Management & Research Company LLC ("FMR Co. LLC"), a wholly owned
subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of
Trustees. FMR Co. LLC carries out the voting of the shares under written
guidelines established by the Fidelity Funds' Boards of Trustees.
This filing reflects the securities beneficially owned, or that may be deemed
to be beneficially owned, by FMR LLC, certain of its subsidiaries and
affiliates, and other companies (collectively, the "FMR Reporters"). This
filing does not reflect securities, if any, beneficially owned by certain
other companies whose beneficial ownership of securities is disaggregated from
that of the FMR Reporters in accordance with Securities and Exchange
Commission Release No. 34-39538 (January 12, 1998).
RULE 13d-1(k)(1) AGREEMENT
The undersigned persons, on June 9, 2020, agree and consent to the joint
filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the CLASS A COMMON STOCK of PELOTON INTERACTIVE INC at
May 29, 2020.
FMR LLC
By /s/ Kevin M. Meagher
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 28, 2018, by
and on behalf of FMR LLC and its direct and indirect subsidiaries*
Abigail P. Johnson
By /s/ Kevin M. Meagher
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 30, 2018, by
and on behalf of Abigail P. Johnson*
* This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on October 9, 2018, accession number:
0000315066-18-002414.