Sec Form 4 Filing - Olsen Christopher @ Root, Inc. - 2020-10-30

Insider filing report for Changes in Beneficial Ownership
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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
Olsen Christopher
2. Issuer Name and Ticker or Trading Symbol
Root, Inc. [ ROOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ROOT, INC., 80 E RICH STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2020
(Street)
COLUMBUS, OH43215
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
Common Stock 10/30/2020 C 51,178,410 A 51,178,410 I See footnote ( 5 )
Common Stock 10/30/2020 C 2,024,456 A 2,024,456 I See footnote ( 7 )
Common Stock 10/30/2020 C 978,891 A 978,891 I See footnote ( 8 )
Common Stock 10/30/2020 C 28,683 A 28,683 I See footnote ( 9 )
Common Stock ( 10 ) 10/30/2020 J 51,178,410 D 0 I See footnote ( 11 )
Common Stock ( 10 ) 10/30/2020 J 2,024,456 D 0 I See footnote ( 12 )
Common Stock ( 10 ) 10/30/2020 J 978,891 D 0 I See footnote ( 13 )
Common Stock ( 10 ) 10/30/2020 J 28,683 D 0 I See footnote ( 14 )
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 ) 10/30/2020 C 14,949,360 ( 1 ) ( 1 ) Common Stock 14,949,360 $ 0 0 I See footnote ( 11 )
Series A-2 Preferred Stock ( 2 ) ( 2 ) 10/30/2020 C 13,602,870 ( 2 ) ( 2 ) Common Stock 13,602,870 $ 0 0 I See footnote ( 11 )
Series A-3 Preferred Stock ( 3 ) ( 3 ) 10/30/2020 C 10,447,860 ( 3 ) ( 3 ) Common Stock 10,447,860 $ 0 0 I See footnote ( 11 )
Series B Preferred Stock ( 4 ) ( 4 ) 10/30/2020 C 12,178,320 ( 4 ) ( 4 ) Common Stock 12,178,320 $ 0 0 I See footnote ( 11 )
Series E Preferred Stock ( 6 ) ( 6 ) 10/30/2020 C 2,024,456 ( 6 ) ( 6 ) Common Stock 2,024,456 $ 0 0 I See footnote ( 12 )
Series E Preferred Stock ( 6 ) ( 6 ) 10/30/2020 C 978,891 ( 6 ) ( 6 ) Common Stock 978,891 $ 0 0 I See footnote ( 13 )
Series E Preferred Stock ( 6 ) ( 6 ) 10/30/2020 C 28,683 ( 6 ) ( 6 ) Common Stock 28,683 $ 0 0 I See footnote ( 14 )
Class B Common Stock ( 10 ) ( 15 ) ( 15 ) 10/30/2020 J 51,178,410 ( 15 ) ( 15 ) Class A Common Stock 51,178,410 $ 0 51,178,410 I See footnote ( 5 )
Class B Common Stock ( 10 ) ( 15 ) ( 15 ) 10/30/2020 J 2,024,456 ( 15 ) ( 15 ) Class A Common Stock 2,024,456 $ 0 2,024,456 I See footnote ( 7 )
Class B Common Stock ( 10 ) ( 15 ) ( 15 ) 10/30/2020 J 978,891 ( 15 ) ( 15 ) Class A Common Stock 978,891 $ 0 978,891 I See footnote ( 8 )
Class B Common Stock ( 10 ) ( 15 ) ( 15 ) 10/30/2020 J 28,683 ( 15 ) ( 15 ) Class A Common Stock 28,683 $ 0 28,683 I See footnote ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Olsen Christopher
C/O ROOT, INC.
80 E RICH STREET, SUITE 500
COLUMBUS, OH43215
X X
Signatures
/s/ Megan Binkley, Attorney-in-fact 11/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A-1 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer'sinitial public offering and had no expiration date.
( 2 )The Series A-2 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 3 )The Series A-3 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 4 )The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 5 )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.
( 6 )The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 7 )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.
( 8 )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.
( 9 )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.
( 10 )Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertiblepreferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempttransaction pursuant to Rule 16b-7.
( 11 )The shares were held of record by DC I Investment.
( 12 )The shares were held of record by Overdrive Fund I.
( 13 )The shares were held of record by Overdrive TE I.
( 14 )The shares were held of record by Overdrive Ignition I.
( 15 )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 expirationdate.

Remarks:
This Form 4 is one of two Form 4s filed on the date hereof in respect of these transactions. The Designated Filer for the other Form 4 is Drive Capital Overdrive Fund I, L.P.

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