Sec Form 4 Filing - SVB FINANCIAL GROUP @ Root, Inc. - 2020-10-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SVB FINANCIAL GROUP 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) (Last) (First) (Middle) 3003 TASMAN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2020 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 2 ) 10/30/2020 C 12,540,250 A 12,540,250 I See Footnote ( 3 ) Class A Common Stock ( 2 ) 10/30/2020 S 1,254,025 D $ 25.515 11,286,225 I See Footnote ( 3 ) Class A Common Stock ( 2 ) 10/30/2020 C 3,120,530 A 3,120,530 I See Footnote ( 4 ) Class A Common Stock ( 2 ) 10/30/2020 S 312,530 D $ 25.515 2,808,000 I See Footnote ( 4 ) Class A Common Stock ( 2 ) 10/30/2020 X 500,000 A $ 0.8114 500,000 D ( 6 ) Class A Common Stock ( 2 ) 10/30/2020 X 97,960 A $ 0.373 597,960 D ( 6 ) Class A Common Stock ( 2 ) 10/30/2020 S 597,960 D $ 25.515 0 D ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series B Preferred Stock ( 1 ) 10/30/2020 C 8,379,540 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 8,379,540 $ 0 0 I See Footnote ( 3 ) ( 6 ) Series C Preferred Stock ( 1 ) 10/30/2020 C 4,160,710 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 4,160,710 $ 0 0 I See Footnote ( 3 ) ( 6 ) Series C Preferred Stock ( 1 ) 10/30/2020 C 3,120,530 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 3,120,530 $ 0 0 I See Footnote ( 4 ) ( 6 ) Series A-3 Preferred Warrant (Right to Buy) $ 0.2871 10/30/2020 X 500,000 ( 5 ) 07/07/2026 Class B Common Stock ( 2 ) 500,000 $ 0 0 D ( 6 ) Series B Preferred Warrant (Right to Buy) $ 0.8114 10/30/2020 X 97,960 ( 5 ) 12/20/2027 Class B Common Stock ( 2 ) 97,960 $ 0 0 D ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SVB FINANCIAL GROUP 3003 TASMAN DRIVE SANTA CLARA, CA95054 X Signatures SVB Financial Group, By: /s/ Karen Hon, Chief Accounting Officer (Principal Accounting Officer) 11/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series B Preferred Stock and Series C Preferred Stock (a) automatically converted into shares of Class B Common Stock at the applicable conversion ratio set forth in the Issuer's certificate of incorporation immediately prior to the completion of the Issuer's initial public offering of Class B Common Stock and (b) has no expiration date. ( 2 )Each outstanding share of Class B Common Stock held by the Reporting Person converted into one share of Class A Common Stock following the completion of the Issuer's initial public offering. ( 3 )These securities are held directly by Capital Partners III, L.P.. The Reporting Person is the managing member of SVB Capital Partners III, LLC, the general partner of Capital Partners III, L.P.. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 4 )These securities are held directly by Venture Overage Fund, L.P.. The Reporting Person is the managing member of SVB Capital Venture Overage, LLC, the general partner of the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in t his report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 5 )The Series A-3 Preferred Warrant and the Series B Preferred Warrant are exercisable in full within 60 days of the date hereof. ( 6 )The Reporting Person is a reporting company listed on the Nasdaq Global Select Market. Certain employees of Silicon Valley Bank, a wholly-owned subsidiary of the Reporting Person, have voting and dispositive power with respect to these shares.

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).

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.