Item 2.02 Results of Operations and Financial Condition
On August 7, 2019, Lyft, Inc. (the “Company” or “Lyft”) issued a press release announcing its financial results for the quarter ended June 30, 2019. A copy of the press release is attached as Exhibit 99.1 to this current report on Form8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On August 7, 2019, Lyft posted supplemental investor materials on its investor.lyft.com website. Lyft announces material information to the public about Lyft, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its website (investor.lyft.com), its blog (blog.lyft.com) and its Twitter account (@lyft) in order to achieve broad,non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The information in this current report on Form8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 8.01 Other Events
Expected EarlyLock-Up Release Date
In connection with Lyft’s initial public offering of Class A common stock (the “IPO”), all of Lyft’s executive officers, directors and holders of its capital stock and securities convertible into or exchangeable for such capital stock as of the IPO were parties to market standoff agreements with the Company or entered intolock-up agreements with the underwriters that restrict their ability to sell or transfer their shares, or otherwise engage in certain transactions related to their shares, for a period of 180 days after March 28, 2019. Such period is referred to as thelock-up period.
Pursuant to thelock-up agreements with the underwriters, if (i) at least 120 days have elapsed since March 28, 2019, (ii) the Company has publicly released earnings results for the quarterly period during which the IPO occurred and (iii) suchlock-up period is scheduled to end during or within five trading days prior to a broadly applicable and regularly scheduled period during which trading in the Company’s securities would not be permitted under its insider trading policy (the “blackout period”), suchlock-up period will end ten trading days prior to the commencement of such blackout period.
Thelock-up period is scheduled to end on September 24, 2019, which falls within the Company’s quarterly blackout period that commences at the end of the day on August 31, 2019. Therefore, in accordance with thelock-up agreements with the underwriters, thelock-up period will end at the open of trading on August 19, 2019, which is ten trading days prior to the commencement of the Company’s quarterly blackout period. The Company will also release the market standoff agreements when thelock-up period expires.
The Company estimates that approximately 257.6 million shares of Class A common stock (including approximately 12.8 million shares of Class B common stock convertible into Class A common stock) may become eligible for sale in the public market at the open of trading on August 19, 2019 (subject to continued vesting of any unvested equity awards as of such date).
