SEC FORM 3 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).
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.
             LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

        The undersigned, as an officer or director of Lyft, Inc. (the
"Corporation"), hereby constitutes and appoints Kristin N. Sverchek,
David V. Le, Kevin C. Chen and Christopher M. Reilly, each the undersigned's
true and lawful attorney-in-fact and agent to complete and execute such Forms
144, Form ID, Forms 3, 4 and 5, and all amendments thereto, and other forms as
such attorney shall in his or her discretion determine to be required or
advisable pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended, Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, or any successor laws and
regulations, as a consequence of the undersigned's ownership, acquisition or
disposition of securities of the Corporation, and to do all acts necessary in
order to file such forms with the Securities and Exchange Commission, any
securities exchange or national association, the Corporation and such other
person or agency as the attorney shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned

acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Corporation
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

        This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Corporation unless earlier revoked by the undersigned in a writing
delivered to the foregoing attorneys-in-fact.

        This Limited Power of Attorney is executed as of the date set forth
below.


                                        Signature: /s/ Hiroshi Mikitani
                                                   ----------------------------
                                        Print Name: Hiroshi Mikitani
                                                    ---------------------------
                                        Dated: March 26, 2019
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