Sec Form 3 Filing - Redpoint Omega II, L.P. @ Root, Inc. - 2020-10-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Redpoint Omega II, 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)
3000 SAND HILL ROAD, BUILDING 2, SUITE 290
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2020
(Street)
MENLO PARK, CA94025
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
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 C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) ( 3 ) ( 4 ) 13,869,030 I See footnote ( 5 ) ( 6 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) ( 3 ) ( 4 ) 966,985 I See footnote ( 6 ) ( 7 )
Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) ( 3 ) ( 4 ) 303,203 I See footnote ( 6 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Redpoint Omega II, L.P.
3000 SAND HILL ROAD
BUILDING 2, SUITE 290
MENLO PARK, CA94025
X
Redpoint Omega Associates II, LLC
3000 SAND HILL ROAD
BUILDING 2, SUITE 290
MENLO PARK, CA94025
X
Redpoint Omega II, LLC
3000 SAND HILL ROAD
BUILDING 2, SUITE 290
MENLO PARK, CA94025
X
Signatures
Redpoint Omega II, L.P.By its General Partner, Redpoint Omega II, LLCBy: /s/ Elliot Geidt, Manager 10/27/2020
Signature of Reporting Person Date
Redpoint Omega Associates II, LLC, By: /s/ Elliot Geidt, Manager 10/27/2020
Signature of Reporting Person Date
Redpoint Omega II, LLC, By: /s/ Elliot Geidt, Manager 10/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering ("IPO"), and has no expiration date.
( 2 )Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
( 3 )Following the closing of the IPO, each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.
( 4 )Each share of Class B Common Stock held by the holder will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock (except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation); (2) the death of the holder; and (3) on the final conversion date, defined as the earlier of (a) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock; (b) the tenth anniversary of the effectiveness of the amended and restated certificate of incorporation filed in connection with the Issuer's IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.
( 5 )Includes 13,452,970 shares held by Redpoint Omega II, L.P. ("RO II") and 416,060 shares held by Redpoint Omega Associates II, LLC ("ROA II").
( 6 )Redpoint Omega II, LLC ("RO II LLC"), is the sole general partner of RO II. RO II LLC and ROA LLC are under common control. As such, RO II LLC has sole voting and investment control over the shares owned by RO II, and may be deemed to beneficially own the shares held by RO II. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.
( 7 )Includes 937,976 shares held by RO II and 29,009 shares held by ROA II.
( 8 )Includes 294,107 shares held by RO II and 9,096 shares held by ROA II.

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