Sec Form 4 Filing - Zimmer John Patrick @ Lyft, Inc. - 2019-11-04

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 Zimmer John Patrick 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 X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O LYFT, INC., 185 BERRY STREET, SUITE 5000 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2019 (Street) SAN FRANCISCO, CA94107 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 11/04/2019 C( 1 ) 1,330,000 A 2,609,433 ( 3 ) D Class A Common Stock 11/04/2019 G( 4 ) V 1,330,000 D $ 0 1,279,433 ( 3 ) D

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 Class B Common Stock ( 2 ) 11/04/2019 C( 1 ) 1,330,000 ( 2 ) ( 2 ) Class A Common Stock 1,330,000 $ 0 1,750,302 D Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 500,620 500,620 I See Footnote ( 5 ) Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 909,605 909,605 I See Footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zimmer John Patrick C/O LYFT, INC. 185 BERRY STREET, SUITE 5000 SAN FRANCISCO, CA94107 X President Signatures /s/ Christopher M. Reilly, by power of attorney 11/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Person. ( 2 )Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. ( 3 )Certain of these securities are restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each restricted stock unit. ( 4 )Represents a charitable donation by the Reporting Person of shares of Class A common stock which were issued upon conversion of an equal number of shares of Class B common stock. ( 5 )Shares held by The John Zimmer Living Trust dated July 30, 2015, for which Mr. Zimmer serves as trustee. ( 6 )Shares held by The Zimmer 2014 Irrevocable Trust dated June 16, 2014.

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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