Peloton Interactive : Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Coddington Elizabeth F 2. Issuer Name and Ticker or Trading Symbol PELOTON INTERACTIVE, INC. [PTON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O PELOTON INTERACTIVE, INC., 441 NINTH AVENUE, SIXTH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/15/2024 (Street) NEW YORK, NY 10001 4. If Amendment, Date 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 (City) (State) (Zip) 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 11/15/2024 M 50,000 A (1) 221,466 D Class A Common Stock 11/15/2024 M 68,681 A (1) 290,147 D Class A Common Stock 11/15/2024 M 119,332 A (1) 409,479 D Class A Common Stock 11/18/2024 S(2) 118,681 D $7.5837(3) 290,798 D Class A Common Stock 11/18/2024 S(4) 67,781 D $7.5661(5) 223,017 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Restricted Stock Unit (RSU)

(1)

11/15/2024

M

50,000

(6)

(6)

Class A Common Stock

50,000

$ 0

550,000

D

Restricted Stock Unit (RSU)

(1)

11/15/2024

M

68,681

(7)

(7)

Class A Common Stock

68,681

$ 0

892,858

D

Restricted Stock Unit (RSU)

(1)

11/15/2024

M

119,332

(8)

(8)

Class A Common Stock

119,332

$ 0

835,322

D

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Coddington Elizabeth F C/O PELOTON INTERACTIVE, INC. 441 NINTH AVENUE, SIXTH FLOOR NEW YORK, NY 10001			Chief Financial Officer

Signatures

/s/ Bart Goldstein as attorney-in-fact for Elizabeth F Coddington	11/19/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
(2)	These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2024, a portion of which were for the purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.
(3)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.4500 to $7.6600 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)	The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.
(5)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.5140 to $7.6050 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6)	The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.
(7)	The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2024, with 100% of the total shares vested on February 15, 2028, subject to the reporting person's provision of service to the issuer on each vesting date.
(8)	The RSUs vest as to 12.50% of the total shares quarterly, commencing November 15, 2024, with 100% of the total shares vested on August 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

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