Sec Form 3/A Filing - DRIVE CAPITAL OVERDRIVE FUND I, L.P. @ Root, Inc. - 2020-10-27

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FORM 3/A
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)
10/27/2020
(Street)
COLUMBUS, OH43215
4. If Amendment, Date Original Filed (MM/DD/YY)
10/27/2020
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 A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 14,949,360 I See Footnote ( 3 )
Series A-2 Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock ( 2 ) 13,602,870 I See Footnote ( 3 )
Series A-3 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 2 ) 10,447,860 I See Footnote ( 3 )
Series B Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 2 ) 12,178,320 I See Footnote ( 3 )
Series E Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock ( 2 ) 2,024,456 I See Footnote ( 8 )
Series E Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock ( 2 ) 978,891 I See Footnote ( 9 )
Series E Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock ( 2 ) 28,683 I See Footnote ( 10 )
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
DC I Investment LLC
629 N. HIGH STREET, 6TH FLOOR
COLUMBUS, OH43215
X
KVAMME MARK
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 10/30/2020
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 10/30/2020
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 10/30/2020
Signature of Reporting Person Date
Drive Capital Overdrive Fund I (GP), LLC, by: /s/ Christopher Olsen, Managing Member 10/30/2020
Signature of Reporting Person Date
DC I Investment LLC, by: Christopher Olsen, Managing Director 10/30/2020
Signature of Reporting Person Date
/s/ Mark Kvamme 10/30/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A-1 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A-1 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 closing of the Issuer's initial public offering of Class A Common Stock.
( 3 )The shares are held of record by DC I Investment LLC ("DC I Investment"). Christopher 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.
( 4 )The Series A-2 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A-2 Preferred Stock will be converted into shares of Common Stock.
( 5 )The Series A-3 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A-3 Preferred Stock will be converted into shares of Common Stock.
( 6 )The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock.
( 7 )The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock.
( 8 )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. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.
( 9 )The shares are held of record by Drive Capital Overdrive Fund I (TE), L.P. ("Overdrive TE I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive TE I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive TE I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.
( 10 )The shares are held of record by Drive Capital Overdrive Ignition Fund I, L.P. ("Overdrive Ignition I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive Ignition I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive Ignition I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

Remarks:
This Form 3/A amends and restates in its entirety the Form 3 filed on October 27, 2020 for the sole purpose of including Drive Capital Overdrive Fund I (GP), LLC and DC I Investment LLC as additional Reporting Persons. Such Reporting Persons' shares of the issuer were included on the original Form 3 filed on October 27, 2020.This Form 3/A is one of two Form 3s filed in respect of these shares. The Reporting Person for the other Form 3 is Christopher Olsen.

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