SEC Filing | Root, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bonakdarpour Mahtiyar

(Last)

(First)

(Middle)

C/O ROOT, INC.

80 E. RICH STREET, SUITE 500

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2022

3. Issuer Name and Ticker or Trading Symbol
Root, Inc. [ ROOT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	577,480⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	07/21/2028	Class B Common Stock	58,334	0.68	D
Stock Option (Right to Buy)	⁽³⁾	04/18/2029	Class B Common Stock	54,260	2.4	D
Stock Option (Right to Buy)	⁽³⁾	04/18/2029	Class B Common Stock	164,490	2.4	D
Class B Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,032,030	⁽⁴⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Includes 536,592 restricted stock units, 207,781 of which vest quarterly through February 1, 2025, and 349,091 of which vest on June 15, 2023, subject to the reporting person's continuous service on the applicable vesting dates.

2. The shares subject to the option are immediately exercisable. One-fourth of the shares subject to the option award vested on July 23, 2019, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service through each such vesting.

3. The shares subject to the option are immediately exercisable. One-fourth of the shares subject to the option award vested on February 21, 2020, and generally thereafter, one-forty-eighth of the shares subject to the options awarded on the grant date vest monthly, subject to the Reporting Person's continuous service through each such vesting.

4. 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.

5. These shares are held by Drive Capital Overdrive Fund I, L.P. ("DCOF I") (2,024,456), Drive Capital Overdrive Fund I (TE), L.P. ("DCOF I TE") (978,891), and Drive Capital Overdrive Ignition Fund I, L.P. ("DCOIF I") (28,683). Drive Capital Overdrive Fund I (GP), LLC ("DCOIF I GP"), the general partner of each of DCOF I, DCOF I TE and DEOIF I, may be deemed to have sole power to vote these shares. The Reporting Person's spouse does not have voting or investment control over these shares but may be deemed to have an indirect pecuniary interest in such shares through her carried interest in DCOIF I GP. The Reporting Person's exact pecuniary interest is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of any of these shares except to the extent of his spouse's pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 Power of Attorney

	/s/ Jodi Baker, Attorney-in-fact	03/03/2022
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Power Of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Dan Rosenthal, Jon Allison, Jodi Baker, Megan Binkley and Eric Steiner
of Cooley LLP, signing individually, the undersigned's true and lawful
attorneys-in fact and agents to:

(1) prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") any
documents necessary or appropriate to obtain EDGAR codes and passwords enabling
the undersigned to make electronic filings of reports with the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director and/or greater than 10% stockholder of Root, Inc. (the
"Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended and the
rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5
(including any amendments thereto) and timely file such forms with the U.S.
Securities and Exchange Commission and any stock exchange or similar authority;
and

(4) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by the Company
or employed by or a partner at Cooley LLP, as applicable.

*****

The undersigned has caused this Power of Attorney to be executed as of February
14, 2022.


/s/ Mahtiyar Bonakdarpour
Mahtiyar Bonakdarpour