SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Root, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
77664L 10 8
(CUSIP Number)
December 31, 2022
(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 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. 77664L 10 8 | 13G |
| 1. | Names
of Reporting Persons Redpoint Omega II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 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 0
|
| 6. | Shared Voting Power 571,732 (2)
| |
| 7. | Sole Dispositive Power 0
| |
| 8. | Shared Dispositive Power 571,732 (2)
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 571,732 (2)
| |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ | ||||
| 11. | Percent of Class Represented by Amount in Row 9 4.1% of Common Stock (5.9% of Class A Common Stock) (3)(4)
| |||||
| 12. | Type of Reporting Person (see instructions) PN
| |||||
| (1) | This statement on Schedule 13G is filed by Redpoint Omega II, L.P. (“RO II”), Redpoint Omega Associates II, LLC (“ROA II”) and Redpoint Omega II, LLC (“RO II LLC,” together with RO II and ROA II, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (2) | Consists of 21,043 shares of Class A Common Stock and 550,689 shares of Class B Common Stock held by RO II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. The information with respect to the beneficial ownership of the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. | |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 14.1 million shares of Common Stock (9.1 million shares of Class A Common Stock and 5 million shares of Class B Common Stock) outstanding as of November 2, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022, | |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 9.1 million shares of Class A Common Stock outstanding as of November 2, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
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| CUSIP No. 77664L 10 8 | 13G |
| 1. | Names
of Reporting Persons Redpoint Omega Associates II, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 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 0
|
| 6. | Shared Voting Power 17,682 (2)
| |
| 7. | Sole Dispositive Power 0
| |
| 8. | Shared Dispositive Power 17,682 (2)
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 17,682 (2)
| |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ | ||||
| 11. | Percent of Class Represented by Amount in Row 9 0.1% of Common Stock (0.2% of Class A Common Stock) (3)(4)
| |||||
| 12. | Type of Reporting Person (see instructions) OO
| |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 651 shares of Class A Common Stock and 17,031 shares of Class B Common Stock held by ROA II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons. RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. The information with respect to the beneficial ownership of the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 14.1 million shares of Common Stock (9.1 million shares of Class A Common Stock and 5 million shares of Class B Common Stock) outstanding as of November 2, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022, |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 9.1 million shares of Class A Common Stock outstanding as of November 2, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
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| CUSIP No. 77664L 10 8 | 13G |
| 1. | Names
of Reporting Persons Redpoint Omega II, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 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 0
|
| 6. | Shared Voting Power 589,414 (2)
| |
| 7. | Sole Dispositive Power 0
| |
| 8. | Shared Dispositive Power 589,414 (2)
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 589,414 (2)
| |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ | ||||
| 11. | Percent of Class Represented by Amount in Row 9 4.2% of Common Stock (6.1% of Class A Common Stock) (3)(4)
| |||||
| 12. | Type of Reporting Person (see instructions) OO
| |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 21,043 shares of Class A Common Stock and 550,689 shares of Class B Common Stock held by RO II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person, and (ii) 651 shares of Class A Common Stock and 17,031 shares of Class B Common Stock held by ROA II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons. RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. RO II LLC owns no securities of the Issuer directly. The information with respect to the beneficial ownership of the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 14.1 million shares of Common Stock (9.1 million shares of Class A Common Stock and 5 million shares of Class B Common Stock) outstanding as of November 2, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022, |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 9.1 million shares of Class A Common Stock outstanding as of November 2, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
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Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of common stock of Root, Inc. (the “Issuer”).
| Item 1(a). | Name of Issuer: |
Root, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Officers: |
80 E Rich Street, Suite 500
Columbus, Ohio 43215
| Item 2(a). | Name of Person(s) Filing: |
Redpoint Omega II, L.P. (“RO II”)
Redpoint Omega Associates II, LLC (“ROA II”)
Redpoint Omega II, LLC (“RO II LLC”)
| Item 2(b). | Address of Principal Business Office: |
Redpoint Ventures
2969 Woodside Road
Woodside, California 94062
| Item 2(c). | Citizenship: |
RO II is a Delaware limited partnership
ROA II is a Delaware limited liability company
RO II LLC is a Delaware limited liability company
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock
| Item 2(e). | CUSIP Number: |
77664L 10 8
| 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.
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
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The following information with respect to the ownership of Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022:
| Reporting Persons | Class
A Common Stock Held Directly (1) | Class
B Common Stock Held Directly (1) | Shared Voting Power (1) | Shared
Dispositive Power (1) | Beneficial
Ownership (1) | Percentage
of Class (1)(3)(4) | ||||||||||
| RO II | 21,043 | 550,689 | 571,732 | 571,732 | 571,732 | 4.1% of Common Stock (5.9% of Class A Common Stock) | ||||||||||
| ROA II | 651 | 17,031 | 17,682 | 17,682 | 17,682 | 0.1% of Common Stock (0.2% of Class A Common Stock) | ||||||||||
| RO II LLC (2) | 0 | 0 | 589,414 | 589,414 | 589,414 | 4.2% of Common Stock (6.1% of Class A Common Stock) |
| (1) | Represents the number of shares beneficially owned by the Reporting Persons as of December 31, 2022. |
| (2) | RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 14.1 million shares of Common Stock (9.1 million shares of Class A Common Stock and 5 million shares of Class B Common Stock) outstanding as of November 2, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 9.1 million shares of Class A Common Stock outstanding as of November 2, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
| 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.
Page 6
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.
Dated: February 14, 2023
| REDPOINT OMEGA II, L.P. | |
| By its General Partner, Redpoint Omega II, LLC |
| By: /s/ Elliot Geidt | |
| Elliot Geidt | |
| Manager |
| REDPOINT OMEGA ASSOCIATES II, LLC |
| By: /s/ Elliot Geidt | |
| Elliot Geidt | |
| Manager |
| REDPOINT OMEGA II, LLC |
| By: /s/ Elliot Geidt | |
| Elliot Geidt | |
| Manager |
| Exhibit(s): | 99.1: Joint Filing Statement |
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| CUSIP No. 77664L 10 8 | 13G | Exhibit 99.1 |
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of common stock of Root, Inc.
Dated: February 14, 2023
| REDPOINT OMEGA II, L.P. | |
| By its General Partner, Redpoint Omega II, LLC |
| By: /s/ Elliot Geidt | |
| Elliot Geidt | |
| Manager |
| REDPOINT OMEGA ASSOCIATES II, LLC |
| By: /s/ Elliot Geidt | |
| Elliot Geidt | |
| Manager |
| REDPOINT OMEGA II, LLC |
| By: /s/ Elliot Geidt | |
| Elliot Geidt | |
| Manager |
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