Sec Form 4 Filing - Geidt Elliot @ Root, Inc. - 2020-10-30

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 Geidt Elliot 2. Issuer Name and Ticker or Trading Symbol Root, Inc. [ ROOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 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 15,139,218 A 15,139,218 I See footnote ( 4 ) ( 5 ) Common Stock ( 6 ) 10/30/2020 J 15,139,218 D 0 I See footnote ( 4 ) ( 5 )

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 ) 10/30/2020 C 13,869,030 ( 1 ) ( 1 ) Common Stock 13,869,030 $ 0 0 I See footnote ( 5 ) ( 7 ) Series D Preferred Stock ( 2 ) ( 2 ) 10/30/2020 C 966,985 ( 2 ) ( 2 ) Common Stock 966,985 $ 0 0 I See footnote ( 5 ) ( 8 ) Series E Preferred Stock ( 3 ) ( 3 ) 10/30/2020 C 303,203 ( 3 ) ( 3 ) Common Stock 303,203 $ 0 0 I See footnote ( 5 ) ( 9 ) Class B Common Stock ( 6 ) ( 10 ) ( 10 ) 10/30/2020 J 15,139,218 ( 10 ) ( 10 ) Class A Common Stock 15,139,128 $ 0 15,139,218 I See footnote ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Geidt Elliot C/O ROOT, INC. 80 E RICH STREET, SUITE 500 COLUMBUS, OH43215 X Signatures /s/ Elliot Geidt 11/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series C 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. ( 2 )The Series D 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 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. ( 4 )Includes 14,685,053 shares held by Redpoint Omega II, L.P. ("RO II") and 454,165 shares held by Redpoint Omega Associates II, LLC ("ROA II"). ( 5 )Redpoint Omega II, LLC ("RO II LLC"), is the sole general partner of RO II. The Reporting Person is a member of RO II LLC and ROA II. The Reporting Person disclaims beneficial ownership of the shares held by RO II and ROA II except to the extent of his proportionate pecuniary interest therein. ( 6 )Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. ( 7 )Includes 13,452,970 shares held by RO II and 416,060 shares held by ROA II. ( 8 )Includes 937,976 shares held by RO II and 29,009 shares held by ROA II. ( 9 )Includes 294,107 shares held by RO II and 9,096 shares held by ROA II. ( 10 )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.

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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