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^*

DRIVE CAPITAL OVERDRIVE FUND I, L.P.

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(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)

	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)
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)
Common Stock	10/30/2020		C		51,178,410	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	51,178,410	I	See Footnote⁽⁵⁾
Common Stock	10/30/2020		C		2,024,456	A	⁽⁶⁾	2,024,456	I	See Footnote⁽⁷⁾
Common Stock	10/30/2020		C		978,891	A	⁽⁶⁾	978,891	I	See Footnote⁽⁸⁾
Common Stock	10/30/2020		C		28,683	A	⁽⁶⁾	28,683	I	See Footnote⁽⁹⁾
Common Stock⁽¹⁰⁾	10/30/2020		J		51,178,410	D	⁽¹⁰⁾	0	I	See Footnote⁽⁵⁾
Common Stock⁽¹⁰⁾	10/30/2020		J		2,024,456	D	⁽¹⁰⁾	0	I	See Footnote⁽⁷⁾
Common Stock⁽¹⁰⁾	10/30/2020		J		978,891	D	⁽¹⁰⁾	0	I	See Footnote⁽⁸⁾
Common Stock⁽¹⁰⁾	10/30/2020		J		28,683	D	⁽¹⁰⁾	0	I	See Footnote⁽⁹⁾

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 A-1 Preferred Stock	⁽¹⁾	10/30/2020		C			14,949,360	⁽¹⁾	⁽¹⁾	Common Stock	14,949,360	$0.00	0	I	See Footnote⁽⁵⁾
Series A-2 Preferred Stock	⁽²⁾	10/30/2020		C			13,602,870	⁽²⁾	⁽²⁾	Common Stock	13,602,870	$0.00	0	I	See Footnote⁽⁵⁾
Series A-3 Preferred Stock	⁽³⁾	10/30/2020		C			10,447,860	⁽³⁾	⁽³⁾	Common Stock	10,447,860	$0.00	0	I	See Footnote⁽⁵⁾
Series B Preferred Stock	⁽⁴⁾	10/30/2020		C			12,178,320	⁽⁴⁾	⁽⁴⁾	Common Stock	12,178,320	$0.00	0	I	See Footnote⁽⁵⁾
Series E Preferred Stock	⁽⁶⁾	10/30/2020		C			2,024,456	⁽⁶⁾	⁽⁶⁾	Common Stock	2,024,456	$0.00	0	I	See Footnote⁽⁷⁾
Series E Preferred Stock	⁽⁶⁾	10/30/2020		C			978,891	⁽⁶⁾	⁽⁶⁾	Common Stock	978,891	$0.00	0	I	See Footnote⁽⁸⁾
Series E Preferred Stock	⁽⁶⁾	10/30/2020		C			28,683	⁽⁶⁾	⁽⁶⁾	Common Stock	28,683	$0.00	0	I	See Footnote⁽⁹⁾
Class B Common Stock	⁽¹¹⁾	10/30/2020		J		51,178,410		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	51,178,410	$0.00	51,178,410	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽¹¹⁾	10/30/2020		J		2,024,456		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	2,024,456	$0.00	2,024,456	I	See Footnote⁽⁷⁾
Class B Common Stock	⁽¹¹⁾	10/30/2020		J		978,891		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	978,891	$0.00	978,891	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽¹¹⁾	10/30/2020		J		28,683		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	28,683	$0.00	28,683	I	See Footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

DRIVE CAPITAL OVERDRIVE FUND I, L.P.

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DRIVE CAPITAL OVERDRIVE FUND I (TE), L.P.

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Drive Capital Overdrive Ignition Fund I, L.P.

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Drive Capital Overdrive Fund I (GP), LLC

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DC I Investment LLC

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KVAMME MARK

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A-1 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.

2. The Series A-2 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.

3. The Series A-3 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.

4. The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.

5. The shares are held of record by DC I Investment LLC ("DC I Investment"). Christopher Olsen is the Managing Director of DC I Investment and has sole voting and dispositive power with respect to the shares held of record by DC I Investment.

6. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.

7. The shares are held of record by Drive Capital Overdrive Fund I, L.P. ("Overdrive I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

8. The shares are held of record by Drive Capital Overdrive Fund I (TE), L.P. ("Overdrive TE I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive TE I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive TE I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

9. The shares are held of record by Drive Capital Overdrive Ignition Fund I, L.P. ("Overdrive Ignition I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive Ignition I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive Ignition I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

10. Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

11. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

Remarks:

This Form 4 is one of two Form 4s filed on the date hereof with respect to these transactions. The Reporting Person for the other Form 4 is Christopher Olsen.

	Drive Capital Overdrive Fund I, L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its: General Partner, by: /s/ Christopher Olsen, Managing Member	11/03/2020
	Drive Capital Overdrive Fund I (TE), L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its General Partner, by: /s/ Christopher Olsen, Managing Member	11/03/2020
	Drive Capital Overdrive Ignition Fund I, L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its General Partner, by: /s/ Christopher Olsen, Managing Member	11/03/2020
	Drive Capital Overdrive Fund I (GP), LLC, by: /s/ Christopher Olsen, Managing Member	11/03/2020
	DC I Investment LLC, by: Christopher Olsen, Managing Director	11/03/2020
	/s/ Mark Kvamme	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).
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