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. 1)*
Root, Inc.
(Name of Issuer)
Class A Common Stock
(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:
¨ 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 14
Exhibit Index on Page 13
| CUSIP # 77664L108 | Page 2 of 14 |
| 1 | NAME OF REPORTING PERSONS
Drive Capital Overdrive Fund I, L.P. (“DCOF I”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
2,024,456 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), the general partner of DCOF I, may be deemed to have sole power to vote these shares, Drive Capital, LLC (“DC”), the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER
See response to row 5. | ||
| 7 |
SOLE DISPOSITIVE POWER
2,024,456 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that DCOF I GP, the general partner of DCOF I, may be deemed to have sole power to dispose of these shares, and Olsen and Kvamme, the members of the investment committee of DCOF I GP, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,024,456 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5% 1 2 | ||
| 12 | TYPE OF REPORTING PERSON
PN | ||
1 Based on 132,500,000 shares of Class A Common Stock outstanding as of November 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
2 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.
| CUSIP # 77664L108 | Page 3 of 14 |
| 1 | NAME OF REPORTING PERSONS
Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) | ||
| 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
978,891 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), the general partner of DCOF I TE, may be deemed to have sole power to vote these shares, Drive Capital, LLC (“DC”), the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER
See response to row 5. | ||
| 7 |
SOLE DISPOSITIVE POWER
978,891 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that DCOF I GP, the general partner of DCOF I TE, may be deemed to have sole power to dispose of these shares, and Olsen and Kvamme, the members of the investment committee of DCOF I GP, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,891 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% 3 4 | ||
| 12 | TYPE OF REPORTING PERSON
PN | ||
3 Based on 132,500,000 shares of Class A Common Stock outstanding as of November 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
4 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.
| CUSIP # 77664L108 | Page 4 of 14 |
| 1 |
NAME OF REPORTING PERSONS
Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”) |
| 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
28,683 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Drive Capital Overdrive Fund I (GP), LLC (“DCOIF I GP”), the general partner of DCOF Ignite I, may be deemed to have sole power to vote these shares, Drive Capital, LLC (“DC”), the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER
28,683 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that DCOF I GP, the general partner of DCOIF I, may be deemed to have sole power to dispose of these shares, and Olsen and Kvamme, the members of the investment committee of DCOF I GP, may be deemed to have shared power to dispose of these shares. | |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,683 |
| 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% 5 6 |
| 12 |
TYPE OF REPORTING PERSON
PN |
5 Based on 132,500,000 shares of Class A Common Stock outstanding as of November 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
6 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.
| CUSIP # 77664L108 | Page 5 of 14 |
| 1 |
NAME OF REPORTING PERSONS
Drive Capital Overdrive Fund I (GP), LLC (“DCOF I 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
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), 978,891 shares are directly owned by Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) and 28,683 shares are directly owned by Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”). Drive Capital, LLC (“DC”), the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER
3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by DCOF I, 978,891 shares are directly owned by DCOF I TE and 28,683 shares are directly owned by DCOIF I. Olsen and Kvamme, the members of the investment committee of DCOF I GP, may be deemed to have shared power to dispose of these shares. | |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,032,030 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2% 7 8 |
| 12 |
TYPE OF REPORTING PERSON
OO |
7 Based on 132,500,000 shares of Class A Common Stock outstanding as of November 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
8 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.
| CUSIP # 77664L108 | Page 6 of 14 |
| 1 |
NAME OF REPORTING PERSONS
Drive Capital, LLC (“DC”) |
| 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
3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), 978,891 shares are directly owned by Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) and 28,683 shares are directly owned by Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”). Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER
0 shares | |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,032,030 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2% 9 10 |
| 12 |
TYPE OF REPORTING PERSON
OO |
9 Based on 132,500,000 shares of Class A Common Stock outstanding as of November 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
10 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.
| CUSIP # 77664L108 | Page 7 of 14 |
| 1 | NAME OF REPORTING PERSONS DC I Investment LLC (“DC I Investment”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| 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 25,980,779 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Chris Olsen, the managing director of DC I Investment, may be deemed to have sole power to vote these shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 25,980,779 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Chris Olsen, the managing director of DC I Investment, 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 25,980,779 | ||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.4% 11 12 | ||
| 12 | TYPE OF REPORTING PERSON OO | ||
11 Based on 132,500,000 shares of Class A Common Stock outstanding as of November 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
12 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.
| CUSIP # 77664L108 | Page 8 of 14 |
| 1 | NAME OF REPORTING PERSONS Mark Kvamme (“Kvamme”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| 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 See response to row 6. | |
| 6 |
SHARED VOTING POWER. 3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), 978,891 shares are directly owned by Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) and 28,683 shares are directly owned by Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”). Kvamme is a member of Drive Capital, LLC (“DC”), which is the manager of Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), which is the general partner of DCOF I, DCOF I TE and DCOIF I. Kvamme may be deemed to have shared power to vote these shares. | ||
| 7 | SOLE DISPOSITIVE POWER See response to row 8. | ||
| 8 |
SHARED DISPOSITIVE POWER. 3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by DCOF I, 978,891 shares are directly owned by DCOF I TE and 28,683 shares are directly owned by DCOIF I. Kvamme is a member of the investment committee of DCOF I GP, which is the general partner of DCOF I, DCOF I TE and DCOIF I. Kvamme may be deemed to have shared power to dispose of these shares. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,032,030 | ||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.2% 13 14 | ||
| 12 | TYPE OF REPORTING PERSON IN | ||
13 Based on 132,500,000 shares of Class A Common Stock outstanding as of November 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
14 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.
| CUSIP # 77664L108 | Page 9 of 14 |
| 1 | NAME OF REPORTING PERSONS Chris Olsen (“Olsen”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| 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 25,980,779 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, all of which is directly owned by DC I Investment LLC (“DC I Investment”). Olsen, the managing director of DC I Investment, may be deemed to have sole power to vote these shares. | |
| 6 |
SHARED VOTING POWER. 3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), 978,891 shares are directly owned by Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) and 28,683 shares are directly owned by Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”). Olsen is a member of Drive Capital, LLC (“DC”), which is the manager of Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), which is the general partner of DCOF I, DCOF I TE and DCOIF I. Olsen may be deemed to have shared power to vote these shares. | ||
| 7 | SOLE DISPOSITIVE POWER 25,980,779 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, all of which is directly owned by DC I Investment. Olsen, the managing director of DC I Investment, may be deemed to have sole power to dispose of these shares. | ||
| 8 |
SHARED DISPOSITIVE POWER. 3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by DCOF I, 978,891 shares are directly owned by DCOF I TE and 28,683 shares are directly owned by DCOIF I. Olsen is a member of the investment committee of DCOF I GP, which is the general partner of DCOF I, DCOF I TE and DCOIF I. Olsen may be deemed to have shared power to dispose of these shares. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,012,809 | ||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0% 15 16 | ||
| 12 | TYPE OF REPORTING PERSON IN | ||
15 Based on 132,500,000 shares of Class A Common Stock outstanding as of November 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
16 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.
| CUSIP # 77664L108 | Page 10 of 14 |
| ITEM 1(A). | NAME OF ISSUER |
Root, Inc. (the “Issuer”)
| 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 is filed by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), a Delaware limited partnership, Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”), a Delaware limited partnership, Drive Capital Overdrive Ignition Fund I, L.P. (DCOIF I”), a Delaware limited partnership, Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), a Delaware limited liability company, Drive Capital, LLC (“DC”), a Delaware limited liability company, DC I Investment LLC (“DC I Investment”), a Delaware limited liability company, Mark Kvamme (“Kvamme”), an individual, and Chris Olsen (“Olsen”), an individual. 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:
629 N. High Street, 6th Floor
Columbus, Ohio 43215
| ITEM 2(C). | CITIZENSHIP See Row 4 of cover page for each Reporting Person. |
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES Class A Common Stock |
| ITEM 2(D) | 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. |
| CUSIP # 77664L108 | Page 11 of 14 |
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of December 31, 2021:
| (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 DCOF I, DCOF I TE and DCOIF I and the limited liability company agreements of DCOF I GP and DC I Investment, the partners or members, 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 partner or member. |
| 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 # 77664L108 | Page 12 of 14 |
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 14, 2022
| DRIVE CAPITAL OVERDRIVE FUND I, L.P. | ||
| By: | DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC | |
| Its: | General Partner | |
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Member | |
| DRIVE CAPITAL OVERDRIVE FUND I (TE), L.P. | ||
| By: | DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC | |
| Its: | General Partner | |
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Member | |
| DRIVE CAPITAL OVERDRIVE IGNITION FUND I, L.P. | ||
| By: | DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC | |
| Its: | General Partner | |
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Member | |
| DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC | ||
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Member | |
| DRIVE CAPITAL, LLC | ||
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Member | |
| DC I INVESTMENT, LLC | ||
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Managing Director | |
| MARK KVAMME | ||
| By: | /s/ Mark Kvamme | |
| Name: | Mark Kvamme | |
| CHRIS OLSEN | ||
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| CUSIP # 77664L108 | Page 13 of 14 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 14 |
| CUSIP # 77664L108 | Page 14 of 14 |
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 of the Issuer shall be filed on behalf of each of the undersigned. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.