Sec Form 4/A Filing - Graves Ryan @ Metromile, Inc. - 2021-02-09

FORM 4/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 Graves Ryan 2. Issuer Name and Ticker or Trading Symbol Metromile, Inc. [ MILE] 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) 1127 HIGH RIDGE ROAD #132 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2021 (Street) STAMFORD, CT06905 4. If Amendment, Date Original Filed (MM/DD/YY) 02/11/2021 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 02/09/2021 A( 1 ) 3,133,471 ( 2 ) A $ 0 3,133,471 I See footnote ( 3 ) Common Stock 02/09/2021 A( 1 ) 417,796 ( 4 ) A $ 0 417,796 I See footnote ( 5 ) Common Stock 02/09/2021 A 1,500,000 ( 6 ) A $ 10 1,917,796 I See footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Graves Ryan 1127 HIGH RIDGE ROAD #132 STAMFORD, CT06905 X Signatures /s/ Winston Macaraeg, Attorney-in-Fact 03/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of November 24, 2020, as amended January 12, 2021 and further amended February 8, 2021, by and among INSU Acquisition Corp. II (n/k/a Metromile, Inc.) (the "Issuer"), INSU II Merger Sub Corp. and MetroMile, Inc. (n/k/a Metromile Operating Company) ("Legacy Metromile") (the "Merger Agreement") pursuant to which, through a series of mergers Legacy Metromile became a direct, wholly-owned subsidiary of the Issuer. Pursuant to the Merger Agreement former securityholders of Legacy Metromile will receive additional shares of the Issuer's common stock (the "Additional Shares") if the closing sale price of the Issuer's common stock exceeds $15.00 per share for 20 out of any 30 consecutive trading days during the first two years following the closing of the merger. The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." ( 2 )Includes 333,438 shares to be received as Additional Shares. ( 3 )The shares are held by Saltwater Capital ("Saltwater"). Mr. Graves may be deemed to have voting and dispositive power over the securities held by Saltwater. ( 4 )Includes 44,458 shares to be received as Additional Shares. ( 5 )The shares are held by The Graves Irrevocable Remainder Trust ("Graves Irrevocable Trust"). Mr. Graves may be deemed to have voting and dispositive power over the securities held by Graves Irrevocable Trust. ( 6 )As previously disclosed, on November 24, 2020, the Issuer entered into subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of $170,000,000 of the Issuer's shares of common stock at a price of $10.00 per share, or an aggregate of 17,00,000 shares of common stock. Cohen & Company, LLC, and its affiliates are among the PIPE Investors through a special purpose vehicle (the "Cohen SPV"). Graves Irrevocable Trust is a member of the Cohen SPV and has a pecuniary interest therein.

Remarks: This amendment is being filed to correct the share amounts received in the Business Combination resulting from a post-closing correction to the final exchange ratio. Mr. Graves disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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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