Sec Form 3 Filing - Bonakdarpour Mahtiyar @ Root, Inc. - 2022-02-23

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
Bonakdarpour Mahtiyar
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 Technology Officer
(Last) (First) (Middle)
C/O ROOT, INC., 80 E. RICH STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
02/23/2022
(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 577,480( 1 ) 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) $ 0.68 ( 2 ) 07/21/2028 Class B Common Stock 58,334 D
Stock Option (Right to Buy) $ 2.4 ( 3 ) 04/18/2029 Class B Common Stock 54,260 D
Stock Option (Right to Buy) $ 2.4 ( 3 ) 04/18/2029 Class B Common Stock 164,490 D
Class B Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 3,032,030 I See Footnote( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bonakdarpour Mahtiyar
C/O ROOT, INC.
80 E. RICH STREET, SUITE 500
COLUMBUS, OH43215
Chief Technology Officer
Signatures
/s/ Jodi Baker, Attorney-in-fact 03/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 536,592 restricted stock units, 207,781 of which vest quarterly through February 1, 2025, and 349,091 of which vest on June 15, 2023, subject to the reporting person's continuous service on the applicable vesting dates.
( 2 )The shares subject to the option are immediately exercisable. One-fourth of the shares subject to the option award vested on July 23, 2019, 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.
( 3 )The shares subject to the option are immediately exercisable. One-fourth of the shares subject to the option award vested on February 21, 2020, and generally thereafter, one-forty-eighth of the shares subject to the options awarded on the grant date vest monthly, subject to the Reporting Person's continuous service through each such vesting.
( 4 )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.
( 5 )These shares are held by Drive Capital Overdrive Fund I, L.P. ("DCOF I") (2,024,456), Drive Capital Overdrive Fund I (TE), L.P. ("DCOF I TE") (978,891), and Drive Capital Overdrive Ignition Fund I, L.P. ("DCOIF I") (28,683). Drive Capital Overdrive Fund I (GP), LLC ("DCOIF I GP"), the general partner of each of DCOF I, DCOF I TE and DEOIF I, may be deemed to have sole power to vote these shares. The Reporting Person's spouse does not have voting or investment control over these shares but may be deemed to have an indirect pecuniary interest in such shares through her carried interest in DCOIF I GP. The Reporting Person's exact pecuniary interest is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of any of these shares except to the extent of his spouse's pecuniary interest therein.

Remarks:
Exhibit List: Exhibit 24 Power of Attorney

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