SEC FORM 4 SEC Form 4
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*
Miura-Ko R. Ann

(Last) (First) (Middle)
C/O FLOODGATE
820 RAMONA STREET, SUITE 200

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lyft, Inc. [ LYFT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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).
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