SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DRIVE CAPITAL OVERDRIVE FUND I, L.P.

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2020

3. Issuer Name and Ticker or Trading Symbol
Root, Inc. [ ROOT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/27/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	14,949,360	⁽¹⁾	I	See Footnote⁽³⁾
Series A-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock⁽²⁾	13,602,870	⁽⁴⁾	I	See Footnote⁽³⁾
Series A-3 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽²⁾	10,447,860	⁽⁵⁾	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽²⁾	12,178,320	⁽⁶⁾	I	See Footnote⁽³⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽²⁾	2,024,456	⁽⁷⁾	I	See Footnote⁽⁸⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽²⁾	978,891	⁽⁷⁾	I	See Footnote⁽⁹⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽²⁾	28,683	⁽⁷⁾	I	See Footnote⁽¹⁰⁾

1. Name and Address of Reporting Person^*

DRIVE CAPITAL OVERDRIVE FUND I, L.P.

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DRIVE CAPITAL OVERDRIVE FUND I (TE), L.P.

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Drive Capital Overdrive Ignition Fund I, L.P.

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Drive Capital Overdrive Fund I (GP), LLC

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DC I Investment LLC

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KVAMME MARK

(Last)

(First)

(Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A-1 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A-1 Preferred Stock will be converted into shares of Common Stock.

2. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock.

3. The shares are held of record by DC I Investment LLC ("DC I Investment"). Christopher Olsen is the Managing Director of DC I Investment and has sole voting and dispositive power with respect to the shares held of record by DC I Investment.

4. The Series A-2 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A-2 Preferred Stock will be converted into shares of Common Stock.

5. The Series A-3 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A-3 Preferred Stock will be converted into shares of Common Stock.

6. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock.

7. The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock.

8. The shares are held of record by Drive Capital Overdrive Fund I, L.P. ("Overdrive I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

9. The shares are held of record by Drive Capital Overdrive Fund I (TE), L.P. ("Overdrive TE I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive TE I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive TE I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

10. The shares are held of record by Drive Capital Overdrive Ignition Fund I, L.P. ("Overdrive Ignition I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive Ignition I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive Ignition I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

Remarks:

This Form 3/A amends and restates in its entirety the Form 3 filed on October 27, 2020 for the sole purpose of including Drive Capital Overdrive Fund I (GP), LLC and DC I Investment LLC as additional Reporting Persons. Such Reporting Persons' shares of the issuer were included on the original Form 3 filed on October 27, 2020. This Form 3/A is one of two Form 3s filed in respect of these shares. The Reporting Person for the other Form 3 is Christopher Olsen.

	Drive Capital Overdrive Fund I, L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its: General Partner, by: /s/ Christopher Olsen, Managing Member	10/30/2020
	Drive Capital Overdrive Fund I (TE), L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its General Partner, by: /s/ Christopher Olsen, Managing Member	10/30/2020
	Drive Capital Overdrive Ignition Fund I, L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its General Partner, by: /s/ Christopher Olsen, Managing Member	10/30/2020
	Drive Capital Overdrive Fund I (GP), LLC, by: /s/ Christopher Olsen, Managing Member	10/30/2020
	DC I Investment LLC, by: Christopher Olsen, Managing Director	10/30/2020
	/s/ Mark Kvamme	10/30/2020
	** Signature of Reporting Person	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 5 (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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