4//SEC Filing
Rakuten, Inc. 4
Accession 0001140361-20-023630
$RKUNYCIK 0001759509other
Filed
Oct 21, 8:00 PM ET
Accepted
Oct 22, 8:51 PM ET
Size
10.6 KB
Accession
0001140361-20-023630
Insider Transaction Report
Form 4
Lyft, Inc.LYFT
Mikitani Hiroshi
Director10% Owner
Transactions
- OtherSwap
Prepaid Forward Transaction (obligation to sell)
2020-10-21+31,395,679→ 31,395,679 total(indirect: See Footnote)→ Common Stock (31,395,679 underlying)
Holdings
- 31,395,679(indirect: See Footnote)
Common Stock
Rakuten, Inc.
10% Owner
Transactions
- OtherSwap
Prepaid Forward Transaction (obligation to sell)
2020-10-21+31,395,679→ 31,395,679 total(indirect: See Footnote)→ Common Stock (31,395,679 underlying)
Holdings
- 31,395,679(indirect: See Footnote)
Common Stock
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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).
- [F4]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.
Documents
Issuer
Lyft, Inc.
CIK 0001759509
Entity typeother
Related Parties
1- filerCIK 0001294591
Filing Metadata
- Form type
- 4
- Filed
- Oct 21, 8:00 PM ET
- Accepted
- Oct 22, 8:51 PM ET
- Size
- 10.6 KB