Rakuten (RKUNY) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Rakuten, Inc.

(Last) (First) (Middle)

1-14-1, TAMAGAWA

(Street)

SETAGAYA-KU TOKYO M0 158-0094

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lyft, Inc. [ LYFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	04/02/2019		C		16,410,011	A	(1)	16,410,011	I	See Footnote(2)
Common Stock	04/02/2019		C		14,985,668	A	(1)	14,985,668	I	See Footnote(3)
Common Stock	04/02/2019		J(4)		16,410,011	D	(4)	0	I	See Footnote(2)
Common Stock	04/02/2019		J(4)		14,985,668	D	(4)	0	I	See Footnote(3)
Class A Common Stock	04/02/2019		J(4)		16,410,011	A	(4)	16,410,011	I	See Footnote(2)
Class A Common Stock	04/02/2019		J(4)		14,985,668	A	(4)	14,985,668	I	See Footnote(3)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series E Preferred Stock	(1)	04/02/2019		C			16,410,011	(1)	(1)	Common Stock	16,410,011	$0	0	I	See Footnote(2)
Series F Preferred Stock	(1)	04/02/2019		C			3,732,889	(1)	(1)	Common Stock	3,732,889	$0	0	I	See Footnote(3)
Series G Preferred Stock	(1)	04/02/2019		C			6,220,839	(1)	(1)	Common Stock	6,220,839	$0	0	I	See Footnote(3)
Series H Preferred Stock	(1)	04/02/2019		C			5,031,940	(1)	(1)	Common Stock	5,031,940	$0	0	I	See Footnote(3)

Explanation of Responses:

1. The Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.

2. These shares are held of record by Viber Media S.a r.l., an indirect subsidiary of Rakuten, Inc.

3. These shares are held of record by Rakuten Europe S.a r.l., a wholly-owned subsidiary of Rakuten, Inc.

4. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.

	/s/ Kenji Hirose, Group Executive Vice President CFO	04/04/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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