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^*

Redpoint Omega II, L.P.

(Last)

(First)

(Middle)

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(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)
06/14/2021

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)
Class A Common Stock	06/14/2021		C		3,671,263	A	$0.00	3,671,263	I	By Redpoint Omega II, L.P.⁽¹⁾
Class A Common Stock	06/14/2021		C		113,541	A	$0.00	113,541	I	By Redpoint Omega Associates II, LLC⁽²⁾
Class A Common Stock	06/14/2021		J⁽³⁾		3,671,263	D	$0.00	0	I	By Redpoint Omega II, L.P.⁽¹⁾
Class A Common Stock	06/14/2021		J⁽⁴⁾		113,541	D	$0.00	0	I	By Redpoint Omega Associates II, LLC⁽²⁾
Class A Common Stock	06/14/2021		J⁽⁵⁾		945,350	A	$0.00	945,350	I	By Redpoint Omega II, LLC
Class A Common Stock	06/14/2021		J⁽⁶⁾		945,350	D	$0.00	0	I	By Redpoint Omega II, LLC

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)
Class B Common Stock	$0.00	06/14/2021		C			3,671,263	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,671,263	$0.00	11,013,790	I	By Redpoint Omega II, L.P.⁽¹⁾
Class B Common Stock	$0.00	06/14/2021		C			113,541	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	113,541	$0.00	340,624	I	By Redpoint Omega Associates II, LLC⁽²⁾

1. Name and Address of Reporting Person^*

Redpoint Omega II, L.P.

(Last)

(First)

(Middle)

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(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

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Redpoint Omega II, LLC

(Last)

(First)

(Middle)

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares are owned directly by Redpoint Omega II, L.P. ("RO II"). Redpoint Omega II, LLC ("RO II LLC"), is the sole general partner of RO II. 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. RO II and Redpoint Omega Associates II, LLC ("ROA LLC") are under common control. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

2. These shares are owned directly by ROA LLC. RO II and ROA LLC are under common control. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

3. Represents a pro rata in kind distribution without consideration by RO II to its partners, including its general partner, RO II LLC.

4. Represents a pro rata in kind distribution without consideration by ROA LLC to its members and managers.

5. Represents the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by RO II described in footnote 3.

6. Represents a pro rata in kind distribution of Class A Common Stock of the Issuer by RO II LLC without consideration to its members.

7. 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:

	Redpoint Omega II, L.P. by its General Partner, Redpoint Omega II, LLC By: /s/ Elliot Geidt, Manager	06/16/2021
	Redpoint Omega Associates II, LLC, By: /s/ Elliot Geidt, Manager	06/16/2021
	Redpoint Omega II, LLC By: /s/ Elliot Geidt, Manager	06/16/2021
	** 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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