Sec Form 13D Filing - TCV IX Cycle L.P. filing for PELOTON INTERACTIVE INC. (PTON) - 2019-10-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

(Rule 13d-101)

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

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Peloton Interactive, Inc.

(Name of Issuer)

 

Class A common stock, $0.000025 par value per share

(Title of Class of Securities)

 

70614W 10 0

(CUSIP Number)

 

Frederic D. Fenton

c/o TCV

250 Middlefield Road

Menlo Park, California 94025

Telephone: (650) 614-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 30, 2019

(Date of Event Which Requires Filing of this Statement)

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1 (g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.

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).

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1	NAMES OF REPORTING PERSONS
	TCV IX CYCLE, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			10,380,990 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			10,380,990 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,380,990 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.7% (A)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV IX CYCLE (A), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			344,375 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POW ER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			344,375 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	344,375 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV IX CYCLE (B), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			554,423 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			554,423 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	554,423 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV IX CYCLE (MF), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			804,275 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			804,275 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	804,275 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV IX (A), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,584,758 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			2,584,758 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,584,758 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV X CYCLE, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,341,823 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			3,341,823 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,341,823 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.3% (A)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV X CYCLE (A), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			316,046 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			316,046 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	316,046 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV X CYCLE (B), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			162,927 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			162,927 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	162,927 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV X CYCLE (MF), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			187,158 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			187,158 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	187,158 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV X (A), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			512,669 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			512,669 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	512,669 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TCV IX CYCLE GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			12,084,063 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			12,084,063 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,084,063 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	TCV IX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			12,084,063 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			12,084,063 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,084,063 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TECHNOLOGY CROSSOVER MANAGEMENT IX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			14,668,821 SHARES OF CLASS A COMMON STOCK (A)		;
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			14,668,821 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,668,821 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	26.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TECHNOLOGY CROSSOVER MANAGEMENT IX, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			14,668,821 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			14,668,821 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,668,821 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	26.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	TCV X CYCLE GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,007,954 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			4,007,954 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,007,954 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	TCV X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,007,954 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			4,007,954 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,007,954 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TECHNOLOGY CROSSOVER MANAGEMENT X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,520,623 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			4,520,623 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,520,623 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	TECHNOLOGY CROSSOVER MANAGEMENT X, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,520,623 SHARES OF CLASS A COMMON STOCK (A)
		8	SHARED VOTING POWER
			-0- SHARES OF CLASS A COMMON STOCK
		9	SOLE DISPOSITIVE POWER
			4,520,623 SHARES OF CLASS A COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER
			-0- SHARES OF CLASS A COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,520,623 SHARES OF CLASS A COMMON STOCK (A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

This statement relates to shares of Class A Common Stock, par value $0.000025 per share (the “Class A Common Stock”), of Peloton Interactive, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 125 West 25th Street, 11th Floor, New York, New York 10001.

 

 

(a)-(b), (f). This statement is being filed by (1) TCV IX Cycle, L.P., a Delaware limited partnership (“Cycle IX”); (2) TCV IX Cycle (A), L.P., a Delaware limited partnership (“Cycle A IX”); (3) TCV IX Cycle (B), L.P., a Delaware limited partnership (“Cycle B IX”); (4) TCV IX Cycle (MF), L.P., a Delaware limited partnership (“Cycle MF IX” and, collectively with Cycle IX, Cycle A IX and Cycle B IX, the “Cycle IX Entities”); (5) TCV IX (A), L.P., a Cayman Islands exempted limited partnership (“TCV IX A”); (6) TCV IX Cycle GP, LLC, a Delaware limited liability company (“TCV IX Cycle GP”); (7) TCV IX, L.P., a Cayman Islands exempted limited partnership (“TCV IX”); (8) Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership (“TCM IX”); (9) Technology Crossover Management IX, Ltd., a Cayman Islands exempted company (“Management IX”); (10) TCV X Cycle, L.P., a Delaware limited partnership (“Cycle X”) (11) TCV X Cycle (A), L.P., a Delaware limited partnership (“Cycle A X”); (12) TCV X Cycle (B), L.P., a Delaware limited partnership (“Cycle B X”); (13) TCV X Cycle (MF), L.P., a Delaware limited partnership (“Cycle MF X” and, collectively with Cycle X, Cycle A X and Cycle B X, the “Cycle X Entities”); (14) TCV X (A), L.P., a Cayman Islands exempted limited partnership (“TCV X A”); (15) TCV X Cycle GP, LLC, a Delaware limited liability company (“TCV X Cycle GP”); (16) TCV X, L.P. (“TCV X”), a Cayman Islands exempted limited partnership; (17) Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership (“TCM X”); and (18) Technology Crossover Management X, Ltd., a Cayman Islands exempted company (“Management X”). The foregoing entities are collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 99.1.

Cycle IX, Cycle A IX, Cycle B IX, Cycle MF IX, TCV IX A, Cycle X, Cycle A X, Cycle B X, Cycle MF X and TCV X A  (collectively, the “TCV Entities”) are each principally engaged in the business of investing in securities of privately and publicly held companies.

Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is the sole member of TCV IX Cycle GP, which in turn is the sole general partner of Cycle IX, Cycle A IX, Cycle B IX and Cycle IX MF. TCM IX is also the sole general partner of TCV IX A.

Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X, which in turn is the sole member of TCV X Cycle GP, which in turn is the sole general partner of Cycle X, Cycle A X, Cycle B X and Cycle X MF. TCM X is also the sole general partner of TCV X A.

The address of the principal business and office of each of the Reporting Persons is c/o TCV, 250 Middlefield Road, Menlo Park, California 94025.

(d), (e). During the last five years, none of the Reporting Persons has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdict ion and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Series F Redeemable Convertible Preferred Stock

 

In August 2018, an aggregate of 10,387,688 shares of Series F Redeemable Convertible Preferred Stock (the “Series F Preferred Stock”) were acquired from the Company. Each share of Series F Preferred Stock owned by the TCV Entities converted into one share of Class B Common Stock upon the closing of the Company’s initial public offering (“IPO”) on September 30, 2019.

Series D Redeemable Convertible Preferred Stock

 

In April 2019, an aggregate of 5,353,481 shares of Series D Redeemable Convertible Preferred Stock (the “Series D Preferred Stock”) were acquired from another holder of Series D Preferred Stock. Each share of Series D Preferred Stock owned by the TCV Entities converted into one share of Class B Common Stock upon the closing of the Company’s IPO.

 

Private Placement Concurrent with IPO

 

Pursuant to the terms of an Amended and Restated Common Stock Purchase Agreement, dated as of September 23, 2019 (the “A&R Common Stock Purchase Agreement”), by and among the Company and the investors listed on Schedule A thereto, on September 30, 2019 concurrently with the closing of the IPO, the Cycle IX Entities and Cycle X Entities purchased from the Company, in a private placement, an aggregate of 1,724,138 and 1,724,137 shares of the Company’s Class A Common Stock, respectively, at a purchase price of $29.00 per share (which was the price per share of Class A Common Stock to the public in the IPO). The aggregate consideration paid to the Company as consideration for such purchase of Class A Common Stock was approximately $100 million. The source of funds used for the acquisition by the Cycle IX Entities and Cycle X Entities of the Class A Common Stock in this private placement was capital contributions from their respective partners.

 

 

The Reporting Persons acquired the Class A Common Stock for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to acquire additional shares of Class A Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended (the “Securities Act”), in privately negotiated transactions or otherwise and/or investigate, evaluate, discuss, negotiate or agree to retain and/or sell or otherwise dispose of all or a portion of shares of Class A Common Stock in the open market, through transactions registered under the Securities Act, through privately negotiated transactions to the Company or third parties or through distributions to their respective partners, or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Class A Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments. Except as set forth herein, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.)

 

 

Items 5(a) and (b) of the Statement are amended and restated in their entirety as follows:

 

(a), (b). On the date hereof, the Reporting Persons beneficially own directly and/or indirectly the following shares:

Name of Investor		Shares of Class A Common Stock				Shares of Class B Common Stock				Total Shares of Class A Common Stock Assuming Conversion of Class B Common Stock				Percentage of Class A Common Stock Assuming Conversion of Class B Common Stock(1)				Percentage of Voting Power Assuming No Conversion of Class B Common Stock(2)
TCV IX Cycle, L.P.			1,220,480				9,160,150				10,380,990				19.7	%			3.9	%
TCV IX Cycle (A), L.P.			344,375				—				344,375				0.8	%			*
TCV IX Cycle (B), L.P.			65,183				489,240				554,423				1.3	%			0.2	%
TCV IX Cycle (MF), L.P.			94,100				710,175				804,275				1.8	%			0.3	%
TCV IX (A), L.P.			—				2,584,758				2,584,758				5.6	%			1.1	%
TCV X Cycle, L.P.			1,274,468				2,067,355				3,341,823				7.3	%			0.9	%
TCV X Cycle (A), L.P.			316,046				—				316,046				0.7	%			*
TCV X Cycle (B), L.P.			62,135				100,792				162,927				0.4	%			*
TCV X Cycle (MF), L.P.			71,488				115,670				187,158				0.4	%			*
TCV X (A), L.P.			—				512,669				512,669				1.2	%			0.2	%
TCV IX Cycle GP, LLC			1,724,138				10,359,925				12,084,063				22.5	%			4.4	%
TCV IX, L.P.			1,724,138				10,359,925				12,084,063				22.5	%			4.4	%
Technology Crossover Management IX, L.P.			1,724,138				12,944,683				14,668,821				26.0	%			5.5	%
Technology Crossover Management IX, Ltd.			1,724,138				12,944,683				14,668,821				26.0	%			5.5	%
TCV X Cycle GP, LLC			1,724,137				2,283,817				4,007,954				8.8	%			1.0	%
TCV X, L.P.			1,724,137				2,283,817				4,007,954				8.8	%			1.0	%
Technology Crossover Management X, L.P.			1,724,137				2,796,486				4,520,623				9.8	%			1.2	%
Technology Crossover Management X, Ltd.			1,724,137				2,796,486				4,520,623				9.8	%			1.2	%

* Less than 0.1%.

 (1) The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 43,448,275 shares of Class A Common Stock outstanding as of September 30, 2019, as reported in the prospectus, dated September 25, 2019, as filed with the Company with the Securities and Exchange Commission on September 26, 2019 pursuant to Rule 424(b)(4) (the “Prospectus”), and assumes such Reporting Person’s conversion (but not the conversion of any other Reporting Person) of its Class B Common Stock into shares of Class A Common Stock pursuant to Rule 13d-3(d)(1)(i). Each share of Class B Common Stock will automatically be converted into one (1) share of 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 Company’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.

 

(2) Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Company’s stockholders, and each share of Class B Common Stock entitles the holder to 20 votes on each matter, including the election of the directors of the Company. The information shown in the table with respect to the percentage of voting power is based on 43,448,275 shares of Class A Common Stock and 235,942,233 shares of Class B Common Stock outstanding as of September 30, 2019, as reported in the Prospectus.

 

Each of the TCV Entities has the sole power to dispose or direct the disposition of the shares of Class A Common Stock and Class B Common Stock that it holds directly and has the sole power to vote or direct the vote of such shares.

 

Management IX, as the ultimate general partner of Cycle IX, Cycle A IX, Cycle B IX, Cycle MF IX and TCV IX A (collectively, the “TCV IX Funds”), may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV IX Funds. TCM IX, as direct general partner of TCV IX A and an indirect general partner of Cycle IX, Cycle A IX, Cycle B IX and Cycle MF IX, may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV IX Funds. TCV IX, as the sole member of TCV IX Cycle GP, and TCV IX Cycle GP, as the direct general partner of each of the Cycle IX Entities, may also be deemed to have the sole power to dispose or direct the disposition of the shares held by the Cycle IX Entities. Each of Management IX, TCM IX, TCV IX and TCV IX Cycle GP disclaims beneficial ownership of the shares of Common Stock owned by the TCV IX Funds, except to the extent of their respective pecuniary interest therein.

 

Management X, as the ultimate general partner of Cycle X, Cycle A X, Cycle B X, Cycle MF X and TCV X A (collectively, the “TCV X Funds”), may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV X Funds. TCM X, as direct general partner of TCV X A and an indirect general partner of Cycle X, Cycle A X, Cycle B X and Cycle MF X, may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV X Funds. TCV X, as the sole member of TCV X Cycle GP, and TCV X Cycle GP, as the direct general partner of each of the Cycle X Entities, may also be deemed to have the sole power to dispose or direct the disposition of the shares held by the Cycle X Entities. Each of Management X, TCM X, TCV X and TCV X Cycle GP disclaims beneficial ownership of the shares of Common Stock owned by the X Funds, except to the extent of their respective pecuniary interest therein.

 

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

 

Except as set forth in this Item 5(a)—(b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.

(c). Please see Item 3 above with respect to the A&R Common Stock Purchase Agreement. Pursuant to the terms of the A&R Common Stock Purchase Agreement, on September 30, 2019, the Cycle IX Entities and Cycle X Entities purchased from the Company, in a private placement, an aggregate of 1,724,138 and 1,724,137 shares of the Company’s Class A Common Stock, respectively, at a purchase price of $29.00 per share (which was the price per share of Class A Common Stock to the public in the IPO). The aggregate consideration paid to the Company as consideration for such purchase of Class A Common Stock was approximately $100 million.

 

(d). Except as set forth herein, no other person is 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 Common Stock beneficially owned by the Reporting Persons.

 

(e). Not applicable.

 

 

Investors’ Rights Agreement

 

Pursuant to a Fourth Amended and Restated Investors’ Rights Agreement, dated as of April 5, 2019 (the “Investors’ Rights Agreement”), by and between the Company, certain of the TCV Entities and the other investors party thereto, the Company granted certain rights with respect to the registration of shares of common stock of the Company held by the TCV Entities and the other parties to the agreement. Such registration rights include rights of the TCV Entities to make requests for registration of their shares and to request inclusion of the shares held by the TCV Entities in subsequent offerings initiated by the Company or certain other stockholders of the Company, in each case, subject to specified conditions and limitations set forth in the Investors’ Rights Agreement.

 

The Company is obligated to pay all expenses (other than underwriting discounts and commissions) incurred in connection with such registrations, subject to specified conditions and limitations. The Company has agreed to indemnify the TCV Entities and related persons against certain liabilities under securities laws in connection with the sale of securities under such registrations.

 

A copy of the Investors’ Rights Agreement is filed as Exhibit 99.2 to this filing and is incorporated by reference herein.

 

Lockup Agreements

 

In connection with the IPO that closed on September 30, 2019 and the A&R Common Stock Purchase Agreement, the TCV Entities, the Company’s directors and executive officers and substantially all stockholders of the Company immediately prior to the IPO entered into market standoff agreements with the Company or lockup agreements (the “Lockup Agreements”) with Goldman, Sachs & Co. LLC and J.P. Morgan Securities LLC. Pursuant to the Lockup Agreements, subject to certain exceptions, the TCV Entities have agreed not to offer, sell or transfer any shares of Class A Common Stock or Class B Common Stock (together, the “Common Stock”) or any options or warrants to purchase Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, without the prior written consent of Goldman, Sachs & Co. LLC and J.P. Morgan Securities LLC for a period of 180 days after September 25, 2019.

 

A copy of the form of Lockup Agreement is filed as Exhibit 99.3 to this filing and is incorporated by reference herein. A copy of the A&R Common Stock Purchase Agreement is filed as Exhibit 99.4 to this filing and is incorporated by reference herein.

 

 

Exhibit 99.1—Joint Filing Agreement, dated as of October 10, 2019

 

Exhibit 99.2— Fourth Amended and Restated Investors’ Rights Agreement, dated as of April 5, 2019 (incorporated by reference from Exhibit 4.2 to Peloton Interactive, Inc.’s Registration Statement on Form S-1 filed on August 27, 2019)

 

Exhibit 99.3—Form of Lock-Up Agreement (incorporated by reference to Annex II of Exhibit 1.1 of Peloton Interactive, Inc.’s Registration Statement on Form S-1 filed on September 10, 2019)

 

Exhibit 99.4—Amended and Restated Class A Common Stock Purchase Agreement, dated September 23, 2019 (incorporated by reference from Exhibit 10.12 to Peloton Interactive, Inc.’s Registration Statement on Form S-1 filed on September 24, 2019)

 

Exhibit 99.5—Statement Appointing Designated Filer and Authorized Signatories dated February 14, 2019 (incorporated by reference to Exhibit 99.2 to the Schedule 13G relating to the ordinary shares of Spotify Technology S.A. filed on February 14, 2019)

 

Exhibit 99.6—Statement Appointing Designated Filer and Authorized Signatory dated October 10, 2019

SIGNATURE

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 10, 2019

TCV X Cycle (B), L.P.
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton Its: Authorized Signatory

TCV X Cycle (MF), L.P.
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton Its: Authorized Signatory

TCV X (A), L.P.
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton Its: Authorized Signatory

TCV IX Cycle GP, LLC
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton Its: Authorized Signatory

TCV IX, L.P.
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton Its: Authorized Signatory

Technology Crossover Management IX, L.P.
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton Its: Authorized Signatory

Technology Crossover Management IX, Ltd.
	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton Its: Authorized Signatory

TCV X Cycle GP, LLC
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton Its: Authorized Signatory

TCV X, L.P.
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton Its: Authorized Signatory