Sec Form 4 Filing - Mikitani Hiroshi @ Lyft, Inc. - 2020-06-19

Insider filing report for Changes in Beneficial Ownership
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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
Mikitani Hiroshi
2. Issuer Name and Ticker or Trading Symbol
Lyft, Inc. [ LYFT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O LYFT, INC., 185 BERRY STREET, SUITE 5000
3. Date of Earliest Transaction (MM/DD/YY)
06/19/2020
(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 06/19/2020 A 7,467 ( 1 ) A $ 0 11,944 ( 2 ) D
Class A Common Stock 16,410,011 I See Footnote ( 3 )
Class A Common Stock 14,985,668 I See Footnote ( 4 )
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
Mikitani Hiroshi
C/O LYFT, INC.
185 BERRY STREET, SUITE 5000
SAN FRANCISCO, CA94107
X X
Signatures
/s/ Kevin C. Chen, by power of attorney 06/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock. One-fourth of the RSUs shall vest on each of August 20, 2020, November 20, 2020, February 20, 2021, and the earlier of May 20, 2021 or the day prior to the date of the Issuer's 2021 annual meeting of stockholders, subject to the Reporting Person continuing as a service provider through each such date. Vested RSUs will be delivered to the Reporting Person on the earlier of (i) immediately prior to a change in control of the Issuer or (ii) within 60 days following the Reporting Person's retirement or separation from service with the Issuer and all of its affiliates.
( 2 )Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.
( 3 )These shares are held of record by Viber Media S.a r.l., an indirect subsidiary of Rakuten, Inc. The Reporting Person is the Chairman and Chief Executive Officer of Rakuten, Inc. and may be deemed to hold voting and dispositive power with respect to the shares. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in such shares.
( 4 )These shares are held of record by Rakuten Europe S.a r.l., a wholly-owned subsidiary of Rakuten, Inc. The Reporting Person is the Chairman and Chief Executive Officer of Rakuten, Inc. and may be deemed to hold voting and dispositive power with respect to the shares. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in such shares.

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).
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