SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. __)*
Root, Inc. |
| (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
77664L108 |
| (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 18 Pages
Exhibit Index on Page 16
| CUSIP No. 77664L108 | 13 G | Page 2 of 18 |
| 1 | NAME OF REPORTING PERSONS Ribbit Capital IV, L.P. ("Fund IV") |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 28,926,722 shares1, except that Ribbit Capital GP IV, L.P. (“GP IV”), the general partner of Fund IV, Ribbit Capital GP IV, Ltd. (“UGP IV”), the general partner of GP IV, and Meyer Malka (“Malka”), the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 28,926,722 shares1, except that GP IV, the general partner of Fund IV, UGP IV, the general partner of GP IV, and Malka, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
28,926,722 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
32.7%2 |
| 12 | TYPE OF REPORTING PERSON |
PN |
1 Represents shares of Class B Common Stock held by Fund IV. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
2 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
| CUSIP No. 77664L108 | 13 G | Page 3 of 18 |
| 1 | NAME OF REPORTING PERSONS Ribbit Founder Fund IV, L.P. (“FF IV”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 560,817 shares1 which are directly owned by Fund IV as nominee for FF IV, except that GP IV, the general partner of FF IV, UGP IV, the general partner of GP IV, and Malka, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 560,817 shares1 which are directly owned by Fund IV as nominee for FF IV, except that GP IV, the general partner of FF IV, UGP IV, the general partner of GP IV, and Malka, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
560,817 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.9%2 |
| 12 | TYPE OF REPORTING PERSON |
PN |
1 Represents shares of Class B Common Stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
2 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with SEC on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
| CUSIP No. 77664L108 | 13 G | Page 4 of 18 |
| 1 | NAME OF REPORTING PERSONS RT-E Ribbit Opportunity IV, LLC ("RT-E") |
| 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 4,244,843 shares1 which are directly owned by Fund IV as nominee for RT-E, except that GP IV, the managing member of RT-E, UGP IV, the general partner of GP IV, and Malka, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 4,244,843 shares1 which are directly owned by Fund IV as nominee for RT-E, except that GP IV, the managing member of RT-E, UGP IV, the general partner of GP IV, and Malka, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,244,843 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
6.7%2 |
| 12 | TYPE OF REPORTING PERSON |
OO |
1 Represents shares of Class B Common Stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
2 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with SEC on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
| CUSIP No. 77664L108 | 13 G | Page 5 of 18 |
| 1 | NAME
OF REPORTING PERSONS Ribbit Capital GP IV, L.P. (“GP IV”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 33,732,382 shares1 owned by Fund IV for itself and as nominee for FF IV and RT-E. GP IV, the general partner of Fund IV and FF IV and the managing member of RT-E, may be deemed to have sole power to vote these shares, except that UGP IV, the general partner of GP IV, and Malka, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 33,732,382 shares1 owned by Fund IV for itself and as nominee for FF IV and RT-E. GP IV, the general partner of Fund IV and FF IV and the managing member of RT-E, may be deemed to have sole power to dispose of these shares, except that UGP IV, the general partner of GP IV, and Malka, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
33,732,382 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
36.2%2 |
| 12 | TYPE OF REPORTING PERSON |
PN |
1 Represents shares of Class B Common Stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
2 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with SEC on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
| CUSIP No. 77664L108 | 13 G | Page 6 of 18 |
| 1 | NAME OF REPORTING PERSONS Ribbit Capital GP IV, Ltd. (“UGP IV”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 33,732,382 shares1 owned by Fund IV for itself and as nominee for FF IV and RT-E. UGP IV is the general partner of GP IV, which is the general partner of Fund IV and FF IV and the managing member of RT-E, and may be deemed to have sole power to vote these shares, except that GP IV, the general partner of Fund IV and FF IV and the managing member of RT-E, and Malka, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 33,732,382 shares1 owned by Fund IV for itself and as nominee for FF IV and RT-E. UGP IV is the general partner of GP IV, which is the general partner of Fund IV and FF IV and the managing member of RT-E, and may be deemed to have sole power to dispose of these shares, except that GP IV, the general partner of Fund IV and FF IV and the managing member of RT-E, and Malka, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
33,732,382 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
36.2%2 |
| 12 | TYPE OF REPORTING PERSON |
OO |
1 Represents shares of Class B Common Stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
2 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with SEC on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
| CUSIP No. 77664L108 | 13 G | Page 7 of 18 |
| 1 | NAME OF REPORTING PERSONS Bullfrog Capital, L.P. ("BF Fund") |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,732,255 shares1, except that Bullfrog Capital GP, L.P. (“BF GP”), the general partner of BF Fund, Bullfrog Capital GP, Ltd. (“BF UGP”), the general partner of BF GP, and Meyer Malka (“Malka”), the sole director of BF UGP, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 1,732,255 shares1, except that BF GP, the general partner of BF Fund, BF UGP, the general partner of BF GP, and Malka, the sole director of BF UGP, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,732,255 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
2.9%2 |
| 12 | TYPE OF REPORTING PERSON |
PN |
1 Represents shares of Class A Common Stock held by BF Fund.
2 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the SEC on December 2, 2020.
| CUSIP No. 77664L108 | 13 G | Page 8 of 18 |
| 1 | NAME OF REPORTING PERSONS Bullfrog Founder Fund, L.P. (“BF FF”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 21,721 shares1 which are directly owned by BF Fund as nominee for BF FF, except that BF GP, the general partner of BF FF, BF UGP, the general partner of BF GP, and Malka, the sole director of BF UGP, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 21,721 shares1 which are directly owned by BF Fund as nominee for BF FF, except that BF GP, the general partner of BF FF, BF UGP, the general partner of BF GP, and Malka, the sole director of BF UGP, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
21,721 |
| 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%2 |
| 12 | TYPE OF REPORTING PERSON |
PN |
1 Represents shares of Class A Common Stock.
2 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the SEC on December 2, 2020.
| CUSIP No. 77664L108 | 13 G | Page 9 of 18 |
| 1 | NAME OF REPORTING PERSONS Bullfrog Capital GP, L.P. (“BF GP”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,753,976 shares1 owned by BF Fund for itself and as nominee for BF FF. BF GP, the general partner of BF Fund and BF FF, may be deemed to have sole power to vote these shares, except that BF UGP, the general partner of BF GP, and Malka, the sole director of BF UGP, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 1,753,976 shares1 owned by BF Fund for itself and as nominee for BF FF. BF GP, the general partner of BF Fund and BF FF, may be deemed to have sole power to vote these shares, except that BF UGP, the general partner of BF GP, and Malka, the sole director of BF UGP, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,753,976 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
3.0%2 |
| 12 | TYPE OF REPORTING PERSON |
PN |
1 Represents shares of Class A Common Stock.
2 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the SEC on December 2, 2020.
| CUSIP No. 77664L108 | 13 G | Page 10 of 18 |
| 1 | NAME OF REPORTING PERSONS Bullfrog Capital GP, Ltd. (“BF UGP”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,753,976 shares1 owned by BF Fund for itself and as nominee for BF FF. BF UGP is the general partner of BF GP, which is the general partner of BF Fund and BF FF, and may be deemed to have sole power to vote these shares, except that BF GP, the general partner of BF Fund and BF FF, and Malka, the sole director of BF UGP, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 1,753,976 shares1 owned by BF Fund for itself and as nominee for BF FF. BF UGP is the general partner of BF GP, which is the general partner of BF Fund and BF FF, and may be deemed to have sole power to vote these shares, except that BF GP, the general partner of BF Fund and BF FF, and Malka, the sole director of BF UGP, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,753,976 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
3.0%2 |
| 12 | TYPE OF REPORTING PERSON |
OO |
1 Represents shares of Class A Common Stock.
2 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the SEC on December 2, 2020.
| CUSIP No. 77664L108 | 13 G | Page 11 of 18 |
| 1 |
NAME OF REPORTING PERSON
Meyer Malka (“Malka”)
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 35,486,358 shares, of which 33,732,382 shares1 are owned by Fund IV for itself and as nominee for FF IV and RT-E and 1,753,976 shares2 are owned by BF Fund for itself and as nominee for BF FF. Malka is the sole director of UGP IV, which is the general partner of GP IV, which is the general partner of Fund IV and FF IV and the managing member of RT-E, and Malka is the sole director of BF UGP, which is the general partner of BF GP, which is the general partner of BF Fund and BF FF, and may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 35,486,358 shares, of which 33,732,382 shares1 are owned by Fund IV for itself and as nominee for FF IV and RT-E and 1,753,976 shares2 are owned by BF Fund for itself and as nominee for BF FF. Malka is the sole director of UGP IV, which is the general partner of GP IV, which is the general partner of Fund IV and FF IV and the managing member of RT-E, and Malka is the sole director of BF UGP, which is the general partner of BF GP, which is the general partner of BF Fund and BF FF, and may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
35,486,358 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
38.1%3 |
| 12 | TYPE OF REPORTING PERSON |
IN |
1 Represents shares of Class B Common Stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
2 Represents shares of Class A Common Stock.
3 Based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with SEC on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.
| CUSIP No. 77664L108 | 13 G | Page 12 of 18 |
| ITEM 1(A). | NAME OF ISSUER Root, Inc. |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
80 E. Rich Street, Suite 500
Columbus, Ohio 43215
| ITEM 2(A). | NAME OF PERSONS FILING
This Schedule 13G is filed by Ribbit Capital IV, L.P., a Cayman Islands exempted limited partnership (“Fund IV”), Ribbit Founder Fund IV, L.P., a Cayman Islands exempted limited partnership (“FF IV”), Ribbit Capital GP IV, L.P., a Cayman Islands exempted limited partnership (“GP IV”), Ribbit Capital GP IV, Ltd., a Cayman Islands limited company (“UGP IV”), RT-E Ribbit Opportunity IV, LLC, a Delaware limited liability company (“RT-E”), Bullfrog Capital, L.P., a Cayman Islands exempted limited partnership (“BF Fund”), Bullfrog Founder Fund, L.P., a Cayman Islands exempted limited partnership (“BF FF”), Bullfrog Capital GP, L.P., a Cayman Islands exempted limited partnership (“BF GP”), Bullfrog Capital GP, Ltd., a Cayman Islands limited company (“BF UGP”) and Meyer Malka (“Malka”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
c/o Ribbit Capital Management
364 University Avenue
Palo Alto, California 94301
| ITEM 2(C) | CITIZENSHIP |
The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person’s cover page.
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER Class A Common Stock, par value $0.0001 per share |
| ITEM 2(E) | CUSIP NUMBER |
77664L108
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
Not Applicable
| ITEM 4. | OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| CUSIP No. 77664L108 | 13 G | Page 13 of 18 |
| (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 Not applicable. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances, set forth in the limited partnership agreements of Fund IV, FF IV, GP IV, BF Fund, BF FF and BF GP, the limited liability company agreement of RT-E and the memorandum and articles of association of UGP IV and BF UGP, the general and limited partners, members or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer directly or indirectly owned by each such entity of which they are a general partner, limited partner, member or director. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY Not applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not applicable |
| ITEM 10. | CERTIFICATION. Not applicable |
| CUSIP No. 77664L108 | 13 G | Page 14 of 18 |
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
| RIBBIT CAPITAL IV, L.P. | ||
| By: RIBBIT CAPITAL GP IV, L.P. | ||
| Its: General Partner | ||
| By: RIBBIT CAPITAL GP IV, LTD. | ||
| Its: General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| RIBBIT FOUNDER FUND IV, L.P. | ||
| By: RIBBIT CAPITAL GP IV, L.P. | ||
| Its: General Partner | ||
| By: RIBBIT CAPITAL GP IV, LTD. | ||
| Its General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| RT-E RIBBIT OPPORTUNITY IV, LLC | ||
| By: RIBBIT CAPITAL GP IV, L.P. | ||
| Its: Managing Member | ||
| By: RIBBIT CAPITAL GP IV, LTD. | ||
| Its General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| RIBBIT CAPITAL GP IV, L.P. | ||
| By: RIBBIT CAPITAL GP IV, LTD. | ||
| Its: General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| CUSIP No. 77664L108 | 13 G | Page 15 of 18 |
| RIBBIT CAPITAL GP IV, LTD. | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| BULLFROG CAPITAL, L.P. | ||
| By: BULLFROG CAPITAL GP, L.P. | ||
| Its: General Partner | ||
| By: BULLFROG CAPITAL GP, LTD. | ||
| Its: General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| BULLFROG FOUNDER FUND, L.P. | ||
| By: BULLFROG CAPITAL GP, L.P. | ||
| Its: General Partner | ||
| By: BULLFROG CAPITAL GP, LTD. | ||
| Its General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| BULLFROG CAPITAL GP, L.P. | ||
| By: BULLFROG CAPITAL GP, LTD. | ||
| Its: General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| BULLFROG CAPITAL GP, LTD. | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| Meyer Malka | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 17 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A common stock, par value $0.0001 per share, of Root, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 16, 2021
| RIBBIT CAPITAL IV, L.P. | ||
| By: RIBBIT CAPITAL GP IV, L.P. | ||
| Its: General Partner | ||
| By: RIBBIT CAPITAL GP IV, LTD. | ||
| Its: General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| RIBBIT FOUNDER FUND IV, L.P. | ||
| By: RIBBIT CAPITAL GP IV, L.P. | ||
| Its: General Partner | ||
| By: RIBBIT CAPITAL GP IV, LTD. | ||
| Its General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| RT-E RIBBIT OPPORTUNITY IV, LLC | ||
| By: RIBBIT CAPITAL GP IV, L.P. | ||
| Its: Managing Member | ||
| By: RIBBIT CAPITAL GP IV, LTD. | ||
| Its General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| RIBBIT CAPITAL GP IV, L.P. | ||
| By: RIBBIT CAPITAL GP IV, LTD. | ||
| Its: General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| RIBBIT CAPITAL GP IV, LTD. | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| BULLFROG CAPITAL, L.P. | ||
| By: BULLFROG CAPITAL GP, L.P. | ||
| Its: General Partner | ||
| By: BULLFROG CAPITAL GP, LTD. | ||
| Its: General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| BULLFROG FOUNDER FUND, L.P. | ||
| By: BULLFROG CAPITAL GP, L.P. | ||
| Its: General Partner | ||
| By: BULLFROG CAPITAL GP, LTD. | ||
| Its General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| BULLFROG CAPITAL GP, L.P. | ||
| By: BULLFROG CAPITAL GP, LTD. | ||
| Its: General Partner | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| BULLFROG CAPITAL GP, LTD. | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||
| Director | ||
| Meyer Malka | ||
| By: | /s/ Meyer Malka | |
| Meyer Malka | ||