Sec Form 3 Filing - Malka Meyer @ 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
Malka Meyer
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)
C/O RIBBIT CAPITAL, 364 UNIVERSITY AVE.
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2020
(Street)
PALO ALTO, CA94301
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 B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 19,992,630 I See footnote ( 3 )
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 8,321,420 I See footnote ( 3 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 870,286 I See footnote ( 3 )
Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 4,548,046 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Malka Meyer
C/O RIBBIT CAPITAL
364 UNIVERSITY AVE.
PALO ALTO, CA94301
X
Ribbit Capital IV, L.P.
C/O RIBBIT CAPITAL
364 UNIVERSITY AVE.
PALO ALTO, CA94301
X
Ribbit Founder Fund IV, L.P.
C/O RIBBIT CAPITAL
364 UNIVERSITY AVE.
PALO ALTO, CA94301
X
RT-E Ribbit Opportunity IV, LLC
C/O RIBBIT CAPITAL
364 UNIVERSITY AVE.
PALO ALTO, CA94301
X
Signatures
/s/ Meyer Malka 10/27/2020
Signature of Reporting Person Date
/s/ Meyer Malka, sole director of Ribbit Capital GP IV, Ltd., the general partner of the general partner 10/27/2020
Signature of Reporting Person Date
/s/ Meyer Malka, sole director of Ribbit Capital GP IV, Ltd., the general partner of the general partner 10/27/2020
Signature of Reporting Person Date
/s/ Meyer Malka, sole director of Ribbit Capital GP IV, Ltd., the general partner of the managing member 10/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will be converted into shares of Common Stock.
( 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'sinitial public offering of Class A Common Stock.
( 3 )Shares are owned of record by Ribbit Capital IV, L.P. ("Fund IV") for itself and as nominee for Ribbit Founder Fund IV, L.P. ("FF IV"). Meyer Malka is the sole director of Ribbit Capital GP IV, Ltd., the general partner of Ribbit Capital GP VI, L.P., the general partner of each of Fund IV and FF IV, and as such, may be deemed to hold voting and investment power with respect to such shares. Meyer Malka disclaims beneficial ownership with regard to such shares, except to the extent of his proportionate pecuniary interest therein.
( 4 )Includes 4,244,843 shares owned of record by RT-E Ribbit Opportunity IV, LLC ("Ribbit RT-E") and 303,203 shares are owned of record by Fund IV for itself and as nominee for FF IV. Meyer Malka is the sole director of Ribbit Capital GP IV, Ltd., the general partner of Ribbit Capital GP VI, L.P., the general partner of each of Fund IV and FF IV and the managing member of Ribbit RT-E, and as such, may be deemed to hold voting and investment power with respect to such shares. Meyer Malka disclaims beneficial ownership with regard to such shares, except to the extent of his proportionate pecuniary interest therein.

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