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*
Rakuten, Inc.

(Last) (First) (Middle)
1-14-1, TAMAGAWA

(Street)
SETAGAYA-KU TOKYO M0 158-0094

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 31,395,679 I See Footnote(1)
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
Prepaid Forward Transaction (obligation to sell) (2)(3)(4) 10/21/2020 J/K(2)(3)(4) 31,395,679 (2)(3)(4) (2)(3)(4) Common Stock 31,395,679 (2)(3)(4) 31,395,679 I See Footnote(2)
1. Name and Address of Reporting Person*
Rakuten, Inc.

(Last) (First) (Middle)
1-14-1, TAMAGAWA

(Street)
SETAGAYA-KU TOKYO M0 158-0094

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mikitani Hiroshi

(Last) (First) (Middle)
1-14-1, TAMAGAWA

(Street)
SETAGAYA-KU TOKYO M0 158-0094

(City) (State) (Zip)
Explanation of Responses:
1. These shares of Issuer class A common stock ("Common Stock") are held directly by Liberty Holdco Ltd. ("Liberty"), a wholly-owned subsidiary of Rakuten, Inc. ("Rakuten"), and such shares of Common Stock have been pledged to the Banks (as defined below) pursuant to the Transactions (as defined below). Liberty acquired these shares of Common Stock from Rakuten.
2. On October 21, 2020, Liberty entered into variable prepaid forward sale transactions (the "Transactions") in accordance with Rule 144 under the Securities Act of 1933, as amended, with unaffiliated financial institutions (the "Banks") relating to 31,395,679 shares of Common Stock in the aggregate following the completion by the Banks of their initial hedging periods. On the applicable settlement dates scheduled to occur during the third quarter of 2025 through the first quarter of 2026, Liberty will be obligated to deliver up to 31,395,679 shares of Common Stock or, at Liberty's election, and subject to satisfaction of certain conditions under the terms of such Transactions, pay cash in lieu of such delivery. In exchange for assuming this obligation, Liberty received a cash payment of $714,337,093.49 shortly following the date of entering into the Transactions.
3. Under the Transactions, on the applicable settlement dates, Liberty will be obligated to deliver to the Banks a number of shares of Common Stock determined as described below (or, under certain circumstances, at Liberty's election, an equivalent amount in cash). If the volume weighted average price of the Common Stock on the related averaging dates (the "Settlement Price") is less than or equal to $22.7527 (the "Floor Price"), Liberty will deliver to the Banks 31,395,679 shares of Common Stock in the aggregate (or, under certain circumstances, at Liberty's election, an equivalent amount in cash).
4. If the Settlement Price is between the Floor Price and $36.9732 (the "Cap Price"), Liberty will deliver to the Banks a number of shares of Common Stock (or, under certain circumstances, at Liberty's election, an equivalent amount in cash) equal to 31,395,679 shares in the aggregate, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price. If the Settlement Price is greater than the Cap Price, Liberty will deliver to the Banks the number of shares of Common Stock (or, under certain circumstances, at Liberty's election, an equivalent amount in cash) in the aggregate equal to the product of (i) 31,395,679 shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.
RAKUTEN, INC., By: /s/ Kenji Hirose, Name Kenji Hirose, Title: Group Executive Vice President and Chief Financial Officer 10/22/2020
HIROSHI MIKITANI, By: /s/ Hiroshi Mikitani, By: Hiroshi Mikitani 10/22/2020
** Signature of Reporting Person Date
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