SEC Filing | Root, Inc.

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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^*

SVB FINANCIAL GROUP

(Last)

(First)

(Middle)

3003 TASMAN DRIVE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Root, Inc. [ ROOT ]

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)
10/30/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽²⁾	10/30/2020		C		12,540,250	A	⁽¹⁾	12,540,250	I	See Footnote⁽³⁾
Class A Common Stock⁽²⁾	10/30/2020		S		1,254,025	D	$25.515	11,286,225	I	See Footnote⁽³⁾
Class A Common Stock⁽²⁾	10/30/2020		C		3,120,530	A	⁽¹⁾	3,120,530	I	See Footnote⁽⁴⁾
Class A Common Stock⁽²⁾	10/30/2020		S		312,530	D	$25.515	2,808,000	I	See Footnote⁽⁴⁾
Class A Common Stock⁽²⁾	10/30/2020		X		500,000	A	$0.8114	500,000	D⁽⁶⁾
Class A Common Stock⁽²⁾	10/30/2020		X		97,960	A	$0.373	597,960	D⁽⁶⁾
Class A Common Stock⁽²⁾	10/30/2020		S		597,960	D	$25.515	0	D⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	10/30/2020		C			8,379,540	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	8,379,540	$0.00	0	I	See Footnote⁽³⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	10/30/2020		C			4,160,710	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	4,160,710	$0.00	0	I	See Footnote⁽³⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	10/30/2020		C			3,120,530	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	3,120,530	$0.00	0	I	See Footnote⁽⁴⁾⁽⁶⁾
Series A-3 Preferred Warrant (Right to Buy)	$0.2871	10/30/2020		X			500,000	⁽⁵⁾	07/07/2026	Class B Common Stock⁽²⁾	500,000	$0.00	0	D⁽⁶⁾
Series B Preferred Warrant (Right to Buy)	$0.8114	10/30/2020		X			97,960	⁽⁵⁾	12/20/2027	Class B Common Stock⁽²⁾	97,960	$0.00	0	D⁽⁶⁾

Explanation of Responses:

1. Each share of Series B Preferred Stock and Series C Preferred Stock (a) automatically converted into shares of Class B Common Stock at the applicable conversion ratio set forth in the Issuer's certificate of incorporation immediately prior to the completion of the Issuer's initial public offering of Class B Common Stock and (b) has no expiration date.

2. Each outstanding share of Class B Common Stock held by the Reporting Person converted into one share of Class A Common Stock following the completion of the Issuer's initial public offering.

3. These securities are held directly by Capital Partners III, L.P.. The Reporting Person is the managing member of SVB Capital Partners III, LLC, the general partner of Capital Partners III, L.P.. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. These securities are held directly by Venture Overage Fund, L.P.. The Reporting Person is the managing member of SVB Capital Venture Overage, LLC, the general partner of the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

5. The Series A-3 Preferred Warrant and the Series B Preferred Warrant are exercisable in full within 60 days of the date hereof.

6. The Reporting Person is a reporting company listed on the Nasdaq Global Select Market. Certain employees of Silicon Valley Bank, a wholly-owned subsidiary of the Reporting Person, have voting and dispositive power with respect to these shares.

Remarks:

	SVB Financial Group, By: /s/ Karen Hon, Chief Accounting Officer (Principal Accounting Officer)	11/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.