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)
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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) 04/02/2019 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 04/02/2019 | C | 1,424,581 | A | (1) | 1,424,581 | I | See Footnote(2) | ||
Common Stock | 04/02/2019 | C | 110,436 | A | (1) | 110,436 | I | See Footnote(3) | ||
Common Stock | 04/02/2019 | J(4) | 1,424,581 | D | (4) | 0 | I | See Footnote(2) | ||
Common Stock | 04/02/2019 | J(4) | 110,436 | D | (4) | 0 | I | See Footnote(3) | ||
Class A Common Stock | 04/02/2019 | J(4) | 1,424,581 | A | (4) | 1,424,581 | I | See Footnote(2) | ||
Class A Common Stock | 04/02/2019 | J(4) | 110,436 | A | (4) | 110,436 | I | See Footnote(3) | ||
Class A Common Stock | 04/02/2019 | P | 1,650(5) | A | $72 | 1,650 | D |
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 | ||||||||
Series Seed Preferred Stock | (1) | 04/02/2019 | C | 1,070,867 | (1) | (1) | Common Stock | 1,070,867 | $0.00 | 0 | I | See Footnote(2) | |||
Series Seed Preferred Stock | (1) | 04/02/2019 | C | 83,005 | (1) | (1) | Common Stock | 83,005 | $0.00 | 0 | I | See Footnote(3) | |||
Series A Preferred Stock | (1) | 04/02/2019 | C | 243,369 | (1) | (1) | Common Stock | 243,369 | $0.00 | 0 | I | See Footnote(2) | |||
Series A Preferred Stock | (1) | 04/02/2019 | C | 18,870 | (1) | (1) | Common Stock | 18,870 | $0.00 | 0 | I | See Footnote(3) | |||
Series B Preferred Stock | (1) | 04/02/2019 | C | 110,345 | (1) | (1) | Common Stock | 110,345 | $0.00 | 0 | I | See Footnote(2) | |||
Series B Preferred Stock | (1) | 04/02/2019 | C | 8,561 | (1) | (1) | Common Stock | 8,561 | $0.00 | 0 | I | See Footnote(3) |
Explanation of Responses: |
1. The Series Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis, for no additional consideration, 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 directly by Maples Investments II, L.P. ("MI II"). 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. |
3. These shares are held directly by Maples Associates II, L.P. ("MA II"). 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. |
4. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically 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. |
5. Represents shares acquired pursuant to a directed share program in connection with the Issuer's initial public offering of Class A Common Stock. |
Remarks: |
/s/ David Le, by power of attorney | 04/04/2019 | |
** 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. |