| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Lyft, Inc. [ LYFT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/16/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 08/16/2019 | J(1) | 1,424,581 | D | $0.00 | 0 | I | See Footnote(1) | ||
| Class A Common Stock | 08/16/2019 | J(2) | 110,436 | D | $0.00 | 0 | I | See Footnote(2) | ||
| Class A Common Stock | 08/16/2019 | J(3) | 305,417 | A | $0.00 | 305,417 | I | See Footnote(3) | ||
| Class A Common Stock | 08/16/2019 | J(4) | 305,417 | D | $0.00 | 0 | I | See Footnote(4) | ||
| Class A Common Stock | 08/16/2019 | J(5) | 45,355 | A | $0.00 | 47,005(6) | D(7) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 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. |
| Remarks: |
| /s/ Ann Miura-Ko | 08/20/2019 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
