Sec Form 4 Filing - Miura-Ko R. Ann @ Lyft, Inc. - 2019-08-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Miura-Ko R. Ann 2. Issuer Name and Ticker or Trading Symbol Lyft, Inc. [ LYFT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FLOODGATE, 820 RAMONA STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2019 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/16/2019 J( 1 ) 1,424,581 D $ 0 0 I See Footnote ( 1 ) Class A Common Stock 08/16/2019 J( 2 ) 110,436 D $ 0 0 I See Footnote ( 2 ) Class A Common Stock 08/16/2019 J( 3 ) 305,417 A $ 0 305,417 I See Footnote ( 3 ) Class A Common Stock 08/16/2019 J( 4 ) 305,417 D $ 0 0 I See Footnote ( 4 ) Class A Common Stock 08/16/2019 J( 5 ) 45,355 A $ 0 47,005 ( 6 ) D ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miura-Ko R. Ann C/O FLOODGATE 820 RAMONA STREET, SUITE 200 PALO ALTO, CA94301 X Signatures /s/ Ann Miura-Ko 08/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer of shares held directly by Maples Investments II, L.P. ("MI II"), without additional consideration, to its partners which was effected by MI II after market close on August 16, 2019. Maples Management II, L.L.C. ("GP II") is the general partner of MI II and may be deemed to have sole voting and dispositive power over the securities held by MI II. The Reporting Person is a non-managing member of GP II and disclaims beneficial ownership of the securities held by MI II, except to the extent of any pecuniary interest therein. ( 2 )Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer of shares held directly by Maples Associates II, L.P. ("MA II"), without additional consideration, to its partners, which was effected by MA II after market close on August 16, 2019. GP II is the general partner of MA II and may be deemed to have sole voting and dispositive power over the securities held by MA II. The Reporting Person is a non-managing member of GP II and disclaims beneficial ownership of the securities held by MA II, except to the extent of any pecuniary interest therein. ( 3 )Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer of shares to GP II from each of MI II and MA II, without additional consideration, which was effected after market close on August 16, 2019. The Reporting Person is a non-managing member of GP II and disclaims beneficial ownership of the securities held by GP II, except to the extent of any pecuniary interest therein. ( 4 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer of shares held directly by GP II, without additional consideration, to its members (the "GP II Distribution"), which was effected by GP II after market close on August 16, 2019. The Reporting Person is a non-managing member of GP II and disclaims beneficial ownership of the securities held by GP II, except to the extent of any pecuniary interest therein. ( 5 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the GP II Distribution. ( 6 )Total reflects the voluntary cancellation by the Reporting Person prior to vesting of 4,477 restricted stock units, each of which represented a contingent right to receive one share of Class A Common Stock, previously reported by the Reporting Person. ( 7 )Shares are held directly by the Reporting Person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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