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*
Malka Meyer

(Last) (First) (Middle)
C/O RIBBIT CAPITAL
364 UNIVERSITY AVE.

(Street)
PALO ALTO CA 94301

(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)
12/19/2022
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/19/2022 S 19,536 D $4.7554(1) 77,907(2)(3) I By Funds(4)
Class A Common Stock 12/20/2022 S 20,000 D $4.8738(5) 57,907(2)(3) I By Funds(4)
Class A Common Stock 12/21/2022 S 14,800 D $4.7592(6) 43,107(2)(3) I By Funds(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Malka Meyer

(Last) (First) (Middle)
C/O RIBBIT CAPITAL
364 UNIVERSITY AVE.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bullfrog Capital, L.P.

(Last) (First) (Middle)
C/O RIBBIT CAPITAL
364 UNIVERSITY AVE.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bullfrog Capital GP, Ltd.

(Last) (First) (Middle)
C/O RIBBIT CAPITAL
364 UNIVERSITY AVE.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
Explanation of Responses:
1. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on December 19, 2022. The actual sale prices ranged from a low of $4.66 to a high of $4.98. The Reporting Persons undertake to provide upon request of the SEC Staff, Root, Inc. or a Root, Inc. security holder full information regarding the number of shares sold at each price within the range.
2. The Issuer effected a 1-for-18 reverse stock split of its Class A Common Stock and Class B Common Stock on August 12, 2022. The number of securities reported on this Form 4 has been adjusted to reflect the reverse stock split.
3. Shares owned following the reported transaction do not include 1,874,020 shares of Class B Common Stock owned in the aggregate by Ribbit Capital IV, L.P. ("Fund IV") for itself and as nominee for Ribbit Founder Fund IV, L.P. ("FF IV"), and by RT-E Ribbit Opportunity IV, LLC ("Ribbit RT-E"). Meyer Malka is the sole director of Ribbit Capital GP IV, Ltd., which is the general partner of the general partner of Fund IV and FF IV and the general partner of the managing member of RT-E, and as such, may be deemed to hold voting and investment power with respect to such shares. Each of the Reporting Persons disclaims beneficial ownership with regard to such shares, except to the extent of his or its proportionate pecuniary interest therein.
4. Consists of shares owned of record by Bullfrog Capital, L.P. (the "Fund") for itself and as nominee for Bullfrog Founder Fund, L.P. (the "FF"). The Reporting Person is the sole director of Bullfrog Capital GP, Ltd., the general partner of the general partner of each of the Fund and the FF, and as such, may be deemed to hold voting and investment power with respect to such shares. Each of the Reporting Persons disclaims beneficial ownership with regard to such shares, except to the extent of his or its proportionate pecuniary interest therein.
5. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on December 20, 2022. The actual sale prices ranged from a low of $4.72 to a high of $5.02. The Reporting Persons undertake to provide upon request of the SEC Staff, Root, Inc. or a Root, Inc. security holder full information regarding the number of shares sold at each price within the range.
6. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on December 21, 2022. The actual sale prices ranged from a low of $4.70 to a high of $4.84. The Reporting Persons undertake to provide upon request of the SEC Staff, Root, Inc. or a Root, Inc. security holder full information regarding the number of shares sold at each price within the range.
Remarks:
/s/ Meyer Malka 12/21/2022
BULLFROG CAPITAL GP, LTD., By: /s/ Meyer Malka, Director 12/21/2022
BULLFROG CAPITAL, L.P., By: Bullfrog Capital GP, Ltd., general partner of general partner, By: /s/ Meyer Malka, Director 12/21/2022
** 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 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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