Sec Form 3/A Filing - CARVANA CO. @ Root, Inc. - 2022-09-01

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 CARVANA CO. 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) 1930 W RIO SALADO PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2022 (Street) TEMPE, AZ85281 4. If Amendment, Date Original Filed (MM/DD/YY) 10/08/2021 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 Warrant (Right to Buy) $ 180.1 09/01/2022( 1 )( 2 ) 09/01/2025 Class A Common Stock 2,364,527 I See Footnotes( 3 ) Warrant (Right to Buy) $ 198.11 ( 1 ) 09/01/2025 Class A Common Stock 3,209,001 I See Footnotes( 3 ) Warrant (Right to Buy) $ 216.12 ( 1 ) 09/01/2025 Class A Common Stock 1,594,149 I See Footnotes( 3 ) Warrant (Right to Buy) $ 180.1 ( 1 ) 09/01/2027 Class A Common Stock 1,435,023 I See Footnotes( 3 ) Warrant (Right to Buy) $ 225.13 ( 1 ) 09/01/2027 Class A Common Stock 1,491,046 I See Footnotes( 3 ) Warrant (Right to Buy) $ 270.15 ( 1 ) 09/01/2027 Class A Common Stock 1,502,593 I See Footnotes( 3 ) Warrant (Right to Buy) $ 405.23 ( 1 ) 09/01/2027 Class A Common Stock 1,451,763 I See Footnotes( 3 ) Warrant (Right to Buy) $ 540.31 ( 1 ) 09/01/2027 Class A Common Stock 1,287,177 I See Footnotes( 3 ) Series A Convertible Preferred Stock $ 162.09 ( 4 ) ( 4 ) Class A Common Stock 780,294( 5 ) I See Footnotes( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARVANA CO. 1930 W RIO SALADO PARKWAY TEMPE, AZ85281 X CARVANA GROUP, LLC 1930 W RIO SALADO PARKWAY TEMPE, AZ85281 X Signatures Carvana Co., By: /s/ Paul Breaux, Vice President, General Counsel and Secretary 09/06/2022 Signature of Reporting Person Date Carvana Group, LLC, By: Carvana Co. Sub LLC, its Sole Manager, By: Carvana Co., its Sole Manager, By /s/ Paul Breaux, Vice President, General Counsel and Secretary. 09/06/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amendment is being filed to reflect warrants to purchase Class A Common Stock (the "Warrants" and individually a "Warrant") of Root, Inc. (the "Issuer"), which were acquired pursuant to the Investment Agreement, dated August 11, 2021, by and between the Issuer and Carvana Group, LLC, which were omitted from the original Form 3 filed by the Reporting Persons. The Warrants are subject to certain conditions to exercise, including conditions relating to the achievement of defined milestones tied to the business integration. ( 2 )The Warrant became exercisable on September 1, 2022, upon completion of the integrated automobile insurance solution for Carvana Group, LLC's online car buying platform. ( 3 )The Warrants are held directly by Carvana Group, LLC. Carvana Co. exercises voting and dispositive power over the Warrants. ( 4 )The Series A Convertible Preferred Stock (the "Preferred Stock") is convertible at any time, at the holder's election, and has no expiration date. The Preferred Stock converts into a number of fully paid and non-assessable shares of Class A Common Stock of the Issuer, determined in accordance with the then-effective Conversion Rate. The "Conversion Rate" is equal to the initial liquidation preference of $9.00 divided by the Conversion Price. The Conversion Price is subject to customary adjustments, including in the event of any stock split, reverse stock split, stock dividend, recapitalization or similar events. ( 5 )780,294 shares of Class A Common Stock of the Issuer are issuable upon conversion of 14,053,096 shares of Preferred Stock of the Issuer. The number of shares reported in this Form 3 account for the one-for-eighteen reverse stock split effected by the Issuer on August 12, 2022. ( 6 )Represents Preferred Stock held directly by Carvana Group, LLC. Carvana Co. exercises voting and dispositive power over the Preferred Stock.

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).

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