Sec Form 4 Filing - Binkley Megan @ Root, Inc. - 2021-08-16

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 Binkley Megan 2. Issuer Name and Ticker or Trading Symbol Root, Inc. [ ROOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 80 E RICH STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2021 (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 Class A Common Stock 08/16/2021 C( 1 )( 2 ) 2,500 A 28,990 D

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 Stock Option (Right to Buy) $ 2.4 08/16/2021 M( 2 ) 2,500 ( 3 ) 04/17/2029 Class B Common Stock 2,500 $ 0 17,500 D Class B Common Stock ( 1 ) 08/16/2021 M( 2 ) 2,500 ( 1 ) ( 1 ) Class A Common Stock 2,500 $ 2.4 22,500 D Class B Common Stock ( 1 ) 08/16/2021 C( 2 ) 2,500 ( 1 ) ( 1 ) Class A Common Stock 2,500 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Binkley Megan 80 E RICH STREET SUITE 500 COLUMBUS, OH43215 Chief Accounting Officer Signatures /s/ Megan Binkley 08/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )On August 16, 2021, the Reporting Person exercised stock options regarding 2,500 shares of Class B Common Stock (the "Exercise"). Under the terms of the Exercise, the Reporting Person received 2,500 shares of Class A Common Stock rather than Class B Common Stock. This report reflects the Exercise as the exempt disposition of the stock options, a deemed exempt acquisition of the underlying Class B Common Stock, and a deemed exempt conversion of such Class B Common Stock into Class A Common Stock. ( 3 )The shares subject to the option are immediately exercisable. One-fourth of the shares subject to the option award vested on April 18, 2020, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service through each such vesting 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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