Sec Form 13G Filing - DRIVE CAPITAL OVERDRIVE FUND I L.P. filing for Root Inc. (ROOT) - 2024-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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. 2)*

 

Root, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

77664L207

(CUSIP Number)

 

December 31, 2023

(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)

 

xRule 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 13

 

Exhibit Index on Page 12

 

 

 

 

 

 

CUSIP #77664L207  Page 2 of 13

 

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

(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
112,469 shares, 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”), the member of DC, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

112,469 shares, 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, the member of the investment committee of DCOF I GP, 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

112,469

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.2% 1

12

TYPE OF REPORTING PERSON

PN

       
 

1 Based on 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

 

 

 

 

CUSIP #77664L207  Page 3 of 13

 

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
54,382 shares, except that DCOF I GP, the general partner of DCOF I TE, may be deemed to have sole power to vote these shares, DC, the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Olsen, the member of DC, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

54,382 shares, 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, the member of the investment committee of DCOF I GP, 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

54,382

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.6% 2

12

TYPE OF REPORTING PERSON

PN

       
 

2 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

 

 

 

 

CUSIP #77664L207  Page 4 of 13

 

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
1,593 shares, except that DCOIF I GP, the general partner of DCOF Ignite I, may be deemed to have sole power to vote these shares, DC, the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Olsen, the member of DC, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

1,593 shares, 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, the member of the investment committee of DCOF I GP, 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

1,593

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% 3

12

TYPE OF REPORTING PERSON

PN

       
 

3 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

 

 

 

 

CUSIP #77664L207  Page 5 of 13

 

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

168,444 shares, of which 112,469 shares are directly owned by DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 shares are directly owned by DCOIF I. DC, the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Olsen, the member of DC, may be deemed to have sole power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

168,444 shares, of which 112,469 shares are directly owned by DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 shares are directly owned by DCOIF I. Olsen, the member of the investment committee of DCOF I GP, 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

168,444

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.8% 4

12

TYPE OF REPORTING PERSON

OO

       
 

4 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

 

 

 

 

CUSIP #77664L207  Page 6 of 13

 

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
Ohio
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER

168,444 shares, of which 112,469 shares are directly owned DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 shares are directly owned by DCOIF I. Olsen, the member of DC, may be deemed to have sole 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

168,444

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.8% 5

12

TYPE OF REPORTING PERSON

OO

       
 

5 Based on 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

 

 

 

 

CUSIP #77664L207  Page 7 of 13

 

1 NAME OF REPORTING PERSONS                        DC I Investment LLC (“DC I Investment”)
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
1,443,376 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

1,443,376 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

1,443,376

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

13.1% 6

12

TYPE OF REPORTING PERSON

OO

       
 

6 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

 

 

 

 

CUSIP #77664L207  Page 8 of 13

 

1 NAME OF REPORTING PERSONS                        Chris Olsen (“Olsen”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)         ¨         (b)         x

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

1,443,376 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 vote these shares.

6 SHARED VOTING POWER.
168,444 shares, of which 112,469 shares are directly owned by DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 shares are directly owned by DCOIF I. Olsen is a member of DC, which is the manager of DCOF I GP, which is the general partner of DCOF I, DCOF I TE and DCOIF I. Olsen may be deemed to have sole power to vote these shares.
7

SOLE DISPOSITIVE POWER

1,443,376 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.

168,444 shares, of which 112,469 shares are directly owned by DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 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 sole power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,611,820

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.6% 7

12

TYPE OF REPORTING PERSON

IN

       
 

7 Based on 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

 

 

 

 

CUSIP #77664L207  Page 9 of 13

 

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”), an Ohio limited liability company, DC I Investment LLC (“DC I Investment”), a Delaware limited liability company, 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

 

77664L207

 

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 #77664L207  Page 10 of 13

 

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, 2023:

 

(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 #77664L207  Page 11 of 13

 

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, 2024

 

  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:  Managing 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:  Managing 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:  Managing Member
   
  DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC
   
  By: /s/ Chris Olsen
  Name:  Chris Olsen
  Title:  Managing Member
   
  DRIVE CAPITAL, LLC
   
  By: /s/ Chris Olsen
  Name:  Chris Olsen
  Title:  Manager
   
  DC I INVESTMENT, LLC
   
  By: /s/ Chris Olsen
  Name:  Chris Olsen
  Title:  Managing Director
   
  CHRIS OLSEN
   
  By: /s/ Chris Olsen
  Name:  Chris Olsen

 

 

 

 

CUSIP #77664L207  Page 12 of 13

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 13
   

 

 

 

 

CUSIP #77664L207  Page 13 of 13

 

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.