Sec Form 4 Filing - DRIVE CAPITAL OVERDRIVE FUND I, L.P. @ Root, Inc. - 2025-05-21

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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
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1. Name and Address of Reporting Person
DRIVE CAPITAL OVERDRIVE FUND I, L.P.
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)
629 N. HIGH STREET, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/21/2025
(Street)
COLUMBUS, OH43215
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/21/2025 C 1,443,376 A 1,443,376 I See Footnote ( 2 )
Class A Common Stock 05/21/2025 J( 3 ) 1,443,376 D $ 0 0 I See Footnote ( 2 )
Class A Common Stock 05/21/2025 J( 4 ) 339,856 A $ 0 339,856 I See Footnote ( 5 )
Class A Common Stock 112,469 I See Footnote ( 6 )
Class A Common Stock 54,382 I See Footnote ( 7 )
Class A Common Stock 1,593 I See Footnote ( 8 )
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
Class B Common Stock ( 9 ) 05/21/2025 C 1,443,376 ( 9 ) ( 9 ) Class A Common Stock 1,443,376 $ 0 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DRIVE CAPITAL OVERDRIVE FUND I, L.P.
629 N. HIGH STREET, 6TH FLOOR
COLUMBUS, OH43215
X
DRIVE CAPITAL OVERDRIVE FUND I (TE), L.P.
629 N. HIGH STREET, 6TH FLOOR
COLUMBUS, OH43215
X
Drive Capital Overdrive Ignition Fund I, L.P.
629 N. HIGH STREET, 6TH FLOOR
COLUMBUS, OH43215
X
Drive Capital Overdrive Fund I (GP), LLC
629 N. HIGH STREET, 6TH FLOOR
COLUMBUS, OH43215
X
Drive Capital I (GP) LLC
629 N. HIGH STREET, 6TH FLOOR
COLUMBUS, OH43215
X
Signatures
Drive Capital Overdrive Fund I, L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its: General Partner, by: /s/ Christopher Olsen, Managing Member 05/23/2025
Signature of Reporting Person Date
Drive Capital Overdrive Ignition Fund I, L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its General Partner, by: /s/ Christopher Olsen, Managing Member 05/23/2025
Signature of Reporting Person Date
Drive Capital Overdrive Fund I (TE), L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its: General Partner, by: /s/ Christopher Olsen, Managing Member 05/23/2025
Signature of Reporting Person Date
Drive Capital Overdrive Fund I (GP), LLC, by: /s/ Christopher Olsen, Managing Member 05/23/2025
Signature of Reporting Person Date
Drive Capital I (GP), LLC, by: /s/ Christopher Olsen, Managing Member 05/23/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were converted from Class B Common Stock into Class A Common Stock on a one-for-one basis for no consideration.
( 2 )The shares are held of record by DC I Investment LLC ("DC I Investment"). Christopher Olsen ("Olsen") is the Managing Director of DC I Investment and has sole voting and dispositive power with respect to the shares held of record by DC I Investment.
( 3 )Represents a pro-rata, in-kind distribution by DC I Investment to its indirect equity holders, without additional consideration. DC I Investment distributed an aggregate of 1,103,520 shares to the limited partners of its two members, Drive Capital Fund I, L.P. ("Fund I") and Drive Capital Ignition Fund I, L.P. ("Ignition Fund I") and 339,856 shares to the general partner of Fund I and Ignition Fund I, Drive Capital I (GP), LLC ("GP I"), on a pro rata basis.
( 4 )The shares were obtained pursuant to a pro-rata distribution from DC I Investment, for no consideration.
( 5 )The shares are held of record by GP I. Olsen is the managing member of GP I and has voting and dispositive power with respect to the shares held of record by GP I. Olsen disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 6 )The shares are held of record by Drive Capital Overdrive Fund I, L.P. ("Overdrive I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive I. Olsen is the managing member of Overdrive GP I and has voting and dispositive power with respect to the shares held of record by Overdrive I. Overdrive GP I and Olsen disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.
( 7 )The shares are held of record by Drive Capital Overdrive Fund I (TE), L.P. ("Overdrive TE I"). Overdrive GP I is the General Partner of Overdrive TE I. Olsen is the managing member of Overdrive GP I and has voting and dispositive power with respect to the shares held of record by Overdrive TE I. Overdrive GP I and Olsen disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.
( 8 )The shares are held of record by Drive Capital Overdrive Ignition Fund I, L.P. ("Overdrive Ignition I"). Overdrive GP I is the General Partner of Overdrive Ignition I. Olsen is the managing member of Overdrive GP I and has voting and dispositive power with respect to the shares held of record by Overdrive Ignition I. Overdrive GP I and Olsen disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.
( 9 )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.

Remarks:
This Form 4 is one of two Form 4s filed on the date hereof with respect to the conversion and distribution of these shares. The Reporting Person for the other Form 4 is Christopher Olsen.

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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