SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Redpoint Omega II, L.P. (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 2, SUITE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2020	3. Issuer Name and Ticker or Trading Symbol Root, Inc. [ ROOT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Common Stock(2)(3)(4)	13,869,030	(1)	I	See footnote(5)(6)
Series D Preferred Stock	(1)	(1)	Common Stock(2)(3)(4)	966,985	(1)	I	See footnote(6)(7)
Series E Preferred Stock	(1)	(1)	Common Stock(2)(3)(4)	303,203	(1)	I	See footnote(6)(8)

1. Name and Address of Reporting Person* Redpoint Omega II, L.P. (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 2, SUITE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Redpoint Omega Associates II, LLC (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 2, SUITE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Redpoint Omega II, LLC (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 2, SUITE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering ("IPO"), and has no expiration date.

2. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

3. Following the closing of the IPO, each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.

4. Each share of Class B Common Stock held by the holder will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock (except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation); (2) the death of the holder; and (3) on the final conversion date, defined as the earlier of (a) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock; (b) the tenth anniversary of the effectiveness of the amended and restated certificate of incorporation filed in connection with the Issuer's IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

5. Includes 13,452,970 shares held by Redpoint Omega II, L.P. ("RO II") and 416,060 shares held by Redpoint Omega Associates II, LLC ("ROA II").

6. Redpoint Omega II, LLC ("RO II LLC"), is the sole general partner of RO II. RO II LLC and ROA LLC are under common control. As such, RO II LLC has sole voting and investment control over the shares owned by RO II, and may be deemed to beneficially own the shares held by RO II. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

7. Includes 937,976 shares held by RO II and 29,009 shares held by ROA II.

8. Includes 294,107 shares held by RO II and 9,096 shares held by ROA II.

Remarks:

	Redpoint Omega II, L.P. By its General Partner, Redpoint Omega II, LLC By: /s/ Elliot Geidt, Manager	10/27/2020
	Redpoint Omega Associates II, LLC, By: /s/ Elliot Geidt, Manager	10/27/2020
	Redpoint Omega II, LLC, By: /s/ Elliot Geidt, Manager	10/27/2020
	** Signature of Reporting Person	Date
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