SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Lyft, Inc.
(Name of
Issuer)
Class A Common Stock
(Title of
Class of Securities)
55087P104
(CUSIP Number)
December 31, 2020
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1 of 17 Pages
Exhibit Index Contained on Page 16
CUSIP
NO. 55087P104
|
13 G
|
Page 2 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund III, L.P. (“AH III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,028,180 shares, except that AH Equity Partners III, L.L.C. (“AH Equity III”), the general partner of AH III, may be deemed to have sole power to vote these shares, and Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”), the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,028,180 shares, except that AH Equity III, the general partner of AH III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,028,180
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.0%1
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
1
Based on 308,720,401 shares of the Issuer’s Class A Common Stock outstanding as of November 9, 2020,
as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 3 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund III-A, L.P. (“AH III-A”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
24,620 shares, except that AH Equity III, the general partner of AH III-A, may be deemed to have sole power to vote these shares, and
Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
24,620 shares, except that AH Equity III, the general partner of AH III-A, may be deemed to have sole power to dispose of these shares,
and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
24,620
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%1
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
1
Based on 308,720,401 shares of the Issuer’s Class A Common Stock outstanding as of November 9, 2020,
as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 4 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund III-B, L.P. (“AH III-B”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
35,176 shares, except that AH Equity III, the general partner of AH III-B, may be deemed to have sole power to vote these shares, and
Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
35,176 shares, except that AH Equity III, the general partner of AH III-B, may be deemed to have sole power to dispose of these shares,
and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
35,176
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%1
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
1
Based on 308,720,401 shares of the Issuer’s Class A Common Stock outstanding as of November 9, 2020,
as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 5 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund III-Q, L.P. (“AH III-Q”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
234,031 shares, except that AH Equity III, the general partner of AH III-Q, may be deemed to have sole power to vote these shares, and
Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
234,031 shares, except that AH Equity III, the general partner of AH III-Q, may be deemed to have sole power to dispose of these shares,
and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
234,031
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1%1
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
1
Based on 308,720,401 shares of the Issuer’s Class A Common Stock outstanding as of November 9, 2020,
as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 6 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Equity Partners III, L.L.C. (“AH Equity III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,322,007 shares, of which 3,028,180 are directly owned by AH III, 24,620 are directly owned by AH III-A, 35,176 are directly owned by AH III-B and 234,031 are directly owned by AH III-Q. AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,322,007 shares, of which 3,028,180 are directly owned by AH III, 24,620 are directly owned by AH III-A, 35,176 are directly owned by AH III-B and 234,031 are directly owned by AH III-Q. AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,322,007
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.1%1
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
1
Based on 308,720,401 shares of the Issuer’s Class A Common Stock outstanding as of November 9, 2020,
as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 7 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Parallel Fund III, L.P. (“AH Parallel III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,512,575 shares, except that AH Equity Partners III (Parallel) L.L.C. (“AH Equity Parallel III”), the general partner of AH Parallel III, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
4,512,575 shares, except that AH Equity Parallel III, the general partner of AH Parallel III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,512,575
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.5%1
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
1
Based on 308,720,401 shares of the Issuer’s Class A Common Stock outstanding as of November 9, 2020,
as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 8 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Parallel Fund III-A, L.P. (“AH Parallel III-A”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
36,694 shares, except that AH Equity Parallel III, the general partner of AH Parallel III-A, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
36,694 shares, except that AH Equity Parallel III, the general partner of AH Parallel III-A, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
36,694
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%1
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
1
Based on 308,720,401 shares of the Issuer’s Class A Common Stock outstanding as of November 9, 2020,
as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 9 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Parallel Fund III-B, L.P. (“AH Parallel III-B”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
52,428 shares, except that AH Equity Parallel III, the general partner of AH Parallel III-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
52,428 shares, except that AH Equity Parallel III, the general partner of AH Parallel III-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
52,428
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%1
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
1
Based on 308,720,401 shares of the Issuer’s Class A Common Stock outstanding as of November 9, 2020,
as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 10 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Parallel Fund III-Q, L.P. (“AH Parallel III-Q”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
348,809 shares, except that AH Equity Parallel III, the general partner of AH Parallel III-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
348,809 shares, except that AH Equity Parallel III, the general partner of AH Parallel III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
348,809
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1%1
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
1 Based on 308,720,401 shares of the Issuer’s
Class A Common Stock outstanding as of November 9, 2020, as reported by the Issuer in its Form 10-Q filed with the
Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 11 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Equity Partners III (Parallel), L.L.C. (“AH Equity Parallel III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,950,506 shares, of which 4,512,575 are directly owned by AH Parallel III, 36,694 are directly owned by AH Parallel III-A, 52,428 are directly owned by AH Parallel III-B and 348,809 are directly owned by AH Parallel III-Q. AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B and AH Parallel III-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
4,950,506 shares, of which 4,512,575 are directly owned by AH
Parallel III, 36,694 are directly owned by AH Parallel III-A, 52,428 are directly owned by AH Parallel III-B and 348,809 are directly
owned by AH Parallel III-Q. AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B
and AH Parallel III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members
of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
4,950,506
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.6%1
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
1 Based on 308,720,401 shares of the Issuer’s
Class A Common Stock outstanding as of November 9, 2020, as reported by the Issuer in its Form 10-Q filed with the
Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 12 of 17
|
1
|
NAME OF REPORTING PERSONS
|
Marc Andreessen (“Andreessen”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares.
|
6
|
SHARED VOTING POWER
8,272,513 shares, of which 3,028,180 are directly owned by AH III, 24,620 are directly owned by AH III-A, 35,176 are directly owned
by AH III-B, 234,031 are directly owned by AH III-Q, 4,512,575 are directly owned by AH Parallel III, 36,694 are directly owned
by AH Parallel III-A, 52,428 are directly owned by AH Parallel III-B and 348,809 are directly owned by AH Parallel III-Q. Andreessen
is a managing member of AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, and a managing member of
AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B and AH Parallel III-Q, and
may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
8,272,513 shares, of which 3,028,180 are directly owned by AH III, 24,620 are directly owned by AH III-A, 35,176 are directly owned
by AH III-B, 234,031 are directly owned by AH III-Q, 4,512,575 are directly owned by AH Parallel III, 36,694 are directly owned
by AH Parallel III-A, 52,428 are directly owned by AH Parallel III-B and 348,809 are directly owned by AH Parallel III-Q. Andreessen
is a managing member of AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, and a managing member of
AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B and AH Parallel III-Q, and
may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
8,272,513
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.7%1
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
1 Based on 308,720,401 shares of the Issuer’s
Class A Common Stock outstanding as of November 9, 2020, as reported by the Issuer in its Form 10-Q filed with the
Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 13 of 17
|
1
|
NAME OF REPORTING PERSONS
|
Ben Horowitz (“Horowitz”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
74,210 shares1
|
6
|
SHARED VOTING POWER
8,272,513 shares, of which 3,028,180 are directly owned by AH III, 24,620 are directly owned by AH III-A, 35,176 are directly owned by AH III-B, 234,031 are directly owned by AH III-Q, 4,512,575 are directly owned by AH Parallel III, 36,694 are directly owned by AH Parallel III-A, 52,428 are directly owned by AH Parallel III-B and 348,809 are directly owned by AH Parallel III-Q. Horowitz is a managing member of AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, and a managing member of AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B and AH Parallel III-Q, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
74,210 shares1
|
8
|
SHARED DISPOSITIVE POWER
8,272,513 shares, of which 3,028,180 are directly owned by AH III, 24,620 are directly owned by AH III-A, 35,176 are directly owned by AH III-B, 234,031 are directly owned by AH III-Q, 4,512,575 are directly owned by AH Parallel III, 36,694 are directly owned by AH Parallel III-A, 52,428 are directly owned by AH Parallel III-B and 348,809 are directly owned by AH Parallel III-Q. Horowitz is a managing member of AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, and a managing member of AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B and AH Parallel III-Q, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
8,346,723
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.7%2
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
1 Shares held by a family trust for which the Reporting
Person is a trustee.
2 Based on 308,720,401 shares of the Issuer’s
Class A Common Stock outstanding as of November 9, 2020, as reported by the Issuer in its Form 10-Q filed with the
Securities and Exchange Commission on November 12, 2020.
CUSIP
NO. 55087P104
|
13 G
|
Page 14
of 17
|
This
Amendment No. 1 amends the Schedule 13G previously filed by Andreessen Horowitz Fund III, L.P., a Delaware limited
partnership, Andreessen Horowitz Fund III-A, L.P., a Delaware limited partnership, Andreessen Horowitz Fund III-B, L.P., a Delaware
limited partnership, Andreessen Horowitz Fund III-Q, L.P., a Delaware limited partnership, AH Equity Partners III, L.L.C., a Delaware
limited liability company, AH Parallel Fund III, L.P., a Delaware limited partnership, AH Parallel Fund III-A, L.P., a Delaware
limited partnership, AH Parallel Fund III-B, L.P., a Delaware limited partnership, AH Parallel Fund III-Q, L.P., a Delaware limited
partnership, AH Equity Partners III (Parallel), L.L.C., a Delaware limited liability company, Marc Andreessen and Ben Horowitz.
The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as
to which there has been a change are included in this Amendment No. 1.
|
ITEM 4.
|
OWNERSHIP
|
|
|
|
|
|
The following information with respect
to the beneficial ownership of the Class A Common Stock of the Issuer by the Reporting Persons is provided as of December 31,
2020.
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
See Row 9 of cover page for
each Reporting Person.
|
|
(b)
|
Percent of Class:
|
|
|
|
|
|
See Row 11 of cover page for
each Reporting Person.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See Row 5 of cover page for
each Reporting Person.
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Row 6 of cover page for
each Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Row 7 of cover page for
each Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
See Row 8 of cover page for
each Reporting Person.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
|
|
|
|
|
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the follow: x
Yes
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
|
|
|
|
|
Please see Item 5.
|
CUSIP
NO. 55087P104
|
13 G
|
Page 15
of 17
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
|
|
|
Andreessen Horowitz Fund III, L.P.
|
|
Andreessen Horowitz Fund III-A, L.P.
|
|
Andreessen Horowitz Fund III-B, L.P.
|
|
Andreessen Horowitz Fund III-Q, L.P.
|
|
|
|
By: AH Equity Partners III, L.L.C.
|
|
Its: General Partner
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
AH Equity Partners III, L.L.C.
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
AH Parallel Fund III, L.P.
|
|
AH Parallel Fund III-A, L.P.
|
|
AH Parallel Fund III-B, L.P.
|
|
AH Parallel Fund III-Q, L.P.
|
|
|
|
By: AH Equity Partners III (Parallel), L.L.C.
|
|
Its: General Partner
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
AH Equity Partners III (Parallel), L.L.C.
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
Marc Andreessen
|
|
|
|
/s/ Scott Kupor
|
|
Scott Kupor, Chief Operating Officer
|
|
Attorney-in-fact for Marc Andreessen*
|
|
|
|
Ben Horowitz
|
|
|
|
/s/ Scott Kupor
|
|
Scott Kupor, Chief Operating Officer
|
|
Attorney-in-fact for Ben Horowitz*
|
*The Power of Attorney set forth in Exhibit 24.1 to the
Initial Statement of Beneficial Ownership of Securities on Form 3, as amended, filed by such Reporting Person with the Securities
and Exchange Commission on April 25, 2019 is incorporated herein by reference.
CUSIP
NO. 55087P104
|
13
G
|
Page 16
of 17
|
EXHIBIT INDEX
|
Found on
Sequentially
|
Exhibit
|
Numbered Page
|
|
|
Exhibit A: Agreement of Joint Filing
|
17
|
CUSIP
NO. 55087P104
|
13
G
|
Page 17
of 17
|
exhibit
A
Agreement of Joint Filing
The Reporting Persons
agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Lyft, Inc. shall
be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing is already on
file with the appropriate agencies.
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