Mikitani Hiroshi Form 3 Lyft / Hiroshi Mikitani ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mikitani Hiroshi

(Last) (First) (Middle)

C/O LYFT, INC.

185 BERRY STREET, SUITE 5000

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2019

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Preferred Stock	(1)	(1)	Class A Common Stock(2)	16,410,011	(1)	I	See Footnote(3)
Series F Preferred Stock	(1)	(1)	Class A Common Stock(2)	3,732,889	(1)	I	See Footnote(4)
Series G Preferred Stock	(1)	(1)	Class A Common Stock(2)	6,220,839	(1)	I	See Footnote(4)
Series H Preferred Stock	(1)	(1)	Class A Common Stock(2)	5,031,940	(1)	I	See Footnote(4)

Explanation of Responses:

1. The Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock shall automatically convert 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 has no expiration date.

2. Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ David Le, by power of attorney	03/28/2019
	** 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 5 (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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