CUSIP
No. 70614W100
|
SCHEDULE
13G/A
|
Page
2 of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
Woodson
Capital Master Fund, 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
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
4,147,146
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
4,147,146
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,147,146
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.01%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 70614W100
|
SCHEDULE
13G/A
|
Page
3 of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
Woodson
Capital General Partner, LLC
|
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
4,468,908
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
4,468,908
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,468,908
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.17%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 70614W100
|
SCHEDULE
13G/A
|
Page
4 of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
Woodson
Capital Management, 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
4,468,908
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
4,468,908
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,468,908
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.17%
|
12
|
TYPE
OF REPORTING PERSON
PN,
IA
|
CUSIP
No. 70614W100
|
SCHEDULE
13G/A
|
Page
5 of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
Woodson
Capital GP, LLC
|
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
4,468,908
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
4,468,908
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,468,908
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.17%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 70614W100
|
SCHEDULE
13G/A
|
Page
6 of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
James
Woodson Davis
|
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
4,468,908
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
4,468,908
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,468,908
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.17%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. 70614W100
|
SCHEDULE
13G/A
|
Page
7 of 10 Pages
|
Item
1.
|
(a)
Name of Issuer:
|
Peloton Interactive, Inc. (the
“Company”)
(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:
|
(i)
Woodson Capital Master Fund, LP, a Cayman Islands exempted company (the “Woodson Master”), with respect to
the Shares held by it;
(ii)
Woodson Capital General Partner, LLC, a Delaware limited liability company and the general partner of the Woodson funds (the “Fund
General Partner”), with respect to the Shares held by the Woodson funds;
(iii)
Woodson Capital Management, LP, a Delaware limited partnership and the investment manager of the Woodson funds (the “Investment
Manager”), with respect to the Shares held by the Woodson funds;
(iv)
Woodson Capital GP, LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment
Manager General Partner”), with respect to the Shares held by the Woodson funds; and
(v)
James Woodson Davis, a United States citizen and the sole managing member of the Investment Manager General Partner (“Woodson”),
with respect to the Shares held by the Woodson funds.
(b)
Address of Principal Business Office, or, if none, Residence:
The
address of the principal business office of (i) all of the Reporting Persons other than Woodson Master is 101 Park Avenue, 48th
Floor, New York, New York, 10178; and (ii) Woodson Master is Maples Corporate Services Limited, Ugland House Grand Cayman, KY1-1104
Cayman Islands.
(c)
Citizenship:
The
citizenship of each of the Reporting Persons is set forth in the cover page for each Reporting Person.
(d)
Title of Class of Securities:
Class
A common stock, $0.000025 par value per share (the “Shares”)
(e)
CUSIP Number:
70614W100
CUSIP
No. 70614W100
|
SCHEDULE
13G/A
|
Page
8 of 10 Pages
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is an
entity specified in (a) - (k):
|
Not
Applicable.
(a)
Amount beneficially owned: See Item 9 on the cover page(s) hereto.
(b)
Percent of class: See Item 11 on the cover page(s) hereto.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
(ii)
Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
(iii)
Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
(iv)
Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
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 or Control
Person
|
Not
Applicable.
Item
8.
|
Identification
and Classification of Members of the Group
|
The
Reporting Persons are filing this pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person
above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
Item
9.
|
Notice
of Dissolution of Group
|
Not
Applicable.
By
signing below I certify that, to the best of my 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.
CUSIP
No. 70614W100
|
SCHEDULE
13G/A
|
Page
9 of 10 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated:
May 11, 2020
|
WOODSON
CAPITAL GP, LLC
|
|
|
|
|
By:
|
James
Woodson Davis
|
|
|
|
|
By:
|
/s/
James Woodson Davis
|
|
Name:
|
James
Woodson Davis
|
|
Title:
|
Managing
Member
|
|
|
|
|
WOODSON
CAPITAL GENERAL PARTNER, LLC
|
|
|
|
|
By:
|
James
Woodson Davis
|
|
|
|
|
By:
|
/s/
James Woodson Davis
|
|
Name:
|
James
Woodson Davis
|
|
Title:
|
Managing
Member
|
|
WOODSON
CAPITAL MANAGEMENT, LP
|
|
On
its own behalf
|
|
And
as Investment Manager to
|
|
|
|
WOODSON
CAPITAL MASTER FUND, LP
|
|
|
|
|
By:
|
James
Woodson Davis
|
|
|
|
|
By:
|
/s/
James Woodson Davis
|
|
Name:
|
James
Woodson Davis
|
|
Title:
|
Managing
Member of Woodson Capital GP, LLC
|
|
|
|
|
By:
|
/s/
James Woodson Davis
|
|
Name:
|
James
Woodson Davis
|
CUSIP
No. 70614W100
|
SCHEDULE
13G/A
|
Page
10 of 10 Pages
|
Exhibit I
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without
the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such information is inaccurate.
Dated:
May 11, 2020
|
WOODSON
CAPITAL GP, LLC
|
|
By:
|
James
Woodson Davis
|
|
|
|
|
By:
|
/s/
James Woodson Davis
|
|
Name:
|
James
Woodson Davis
|
|
Title:
|
Managing
Member
|
|
|
|
|
WOODSON
CAPITAL GENERAL PARTNER, LLC
|
|
By:
|
James
Woodson Davis
|
|
|
|
|
By:
|
/s/
James Woodson Davis
|
|
Name:
|
James
Woodson Davis
|
|
Title:
|
Managing
Member
|
|
|
|
|
WOODSON
CAPITAL MANAGEMENT, LP
On
its own behalf
And
as Investment Manager to
WOODSON
CAPITAL MASTER FUND, LP
|
|
|
|
|
|
|
|
By:
|
James
Woodson Davis
|
|
|
|
|
By:
|
/s/
James Woodson Davis
|
|
Name:
|
James
Woodson Davis
|
|
Title:
|
Managing
Member of Woodson Capital GP, LLC
|
|
|
|
|
By:
|
/s/
James Woodson Davis
|
|
Name:
|
James
Woodson Davis
|