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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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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