| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
|
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, 2021 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 7 Pages) | |
______________________________
*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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 77664L108 | 13G/A | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON HHLR Advisors, Ltd. | |||
| 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 -0- | ||
| 6 |
SHARED VOTING POWER 7,087,405* | |||
| 7 |
SOLE DISPOSITIVE POWER -0- | |||
| 8 |
SHARED DISPOSITIVE POWER 7,087,405* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,087,405* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%* | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
* Consists of (i) 2,600,000 Class A Shares held by funds managed by HHLR Advisors, Ltd. ("HHLR") and (ii) 4,487,405 Class A Shares issuable upon conversion of 4,487,405 Class B Shares held by funds managed by Hillhouse Investment Management, Ltd. ("HIM"). HHLR and HIM are under common control and share certain policies, personnel and resources.
| CUSIP No. 77664L108 | 13G/A | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Hillhouse Capital Management, Ltd. | |||
| 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 -0- | ||
| 6 |
SHARED VOTING POWER 7,087,405* | |||
| 7 |
SOLE DISPOSITIVE POWER -0- | |||
| 8 |
SHARED DISPOSITIVE POWER 7,087,405* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,087,405* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%* | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
* Consists of (i) 2,600,000 Class A Shares held by funds managed by HHLR
and (ii) 4,487,405 Class A Shares issuable upon conversion of 4,487,405 Class B Shares held by funds managed by HIM. HHLR and HIM are
under common control and share certain policies, personnel and resources.
| CUSIP No. 77664L108 | 13G/A | Page 4 of 7 Pages |
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Root, Inc. (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| The Company's principal executive office is located at 80 E. Rich Street, Suite 500, Columbus, Ohio 43215. |
| Item 2(a). | NAME OF PERSON FILING |
|
This Schedule 13G/A is filed by: (i) HHLR Advisors, Ltd., an exempted Cayman Islands company ("HHLR") and (ii) Hillhouse Investment Management, Ltd., an exempted Cayman Islands company ("HIM"). The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons."
HHLR acts as the sole investment manager of each of HHLR Fund, L.P. ("HHLR Fund") and YHG Investment, L.P. ("YHG"). HHLR is hereby deemed to be the beneficial owner of, and to control the voting and investment power of, the Class A Shares (as defined in Item 2(d) below) held by HHLR Fund and YHG. HIM acts as the sole management company of Hillhouse Fund IV ("HFIV"). SUM-XVII Holdings Limited ("SUM XVII") is wholly owned by HFIV. HIM is hereby deemed to be the beneficial owner of, and to control the voting and investment power of, the Class A Shares issuable upon conversion of the shares of the Company's Class B common stock, par value $0.0001 per share (the "Class B Shares") held by SUM XVII. HHLR and HIM are under common control and share certain policies, personnel and resources. Accordingly, each of HHLR and HIM reports on this Schedule 13G/A that it has shared voting and dispositive power of the Class A Shares beneficially owned by each of HHLR and HIM. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the business office of each of the Reporting Persons is Office #122, Windward 3 Building, Regatta Office Park, West Bay Road, Grand Cayman, Cayman Islands, KY1-9006. |
| Item 2(c). | CITIZENSHIP |
| Cayman Islands |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Class A common stock, par value $0.0001 per share (the "Class A Shares"). |
| Item 2(e). | CUSIP NUMBER |
| 77664L108 |
| CUSIP No. 77664L108 | 13G/A | Page 5 of 7 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: | ||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
| |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _____________________________________________ | |||
| Item 4. | OWNERSHIP |
| The percentage set forth in this Schedule 13G/A is calculated based upon an aggregate of 132,500,000 Class A Shares reported to be issued and outstanding as of November 4, 2021, as reported in the Company's Quarterly Report on form 10-Q for the quarterly period ended September 30, 2021 filed with the Securities and Exchange Commission on November 10, 2021 and assumes the conversion of the Class B Shares held by funds managed by HIM. | |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference. |
| 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 |
| See Item 2. |
| CUSIP No. 77664L108 | 13G/A | Page 6 of 7 Pages |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| 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 |
| Each Reporting Person hereby makes the following certification: | |
| By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 77664L108 | 13G/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 14, 2022
| HHLR ADVISORS, LTD. | |
| /s/ Richard A. Hornung | |
| Name: Richard A. Hornung | |
| Title: General Counsel and Chief Compliance Officer |
| HILLHOUSE INVESTMENT MANAGEMENT, LTD. | |
| /s/ Richard A. Hornung | |
| Name: Richard A. Hornung | |
| Title: General Counsel and Chief Compliance Officer |