SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Redpoint Omega II, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/30/2020 C 15,139,218 A (1)(2)(3) 15,139,218 I See footnote(4)(5)
Common Stock(6) 10/30/2020 J 15,139,218 D (6) 0 I See footnote(4)(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series C Preferred Stock(1) (1) 10/30/2020 C 13,869,030 (1) (1) Common Stock 13,869,030 $0.00 0 I See footnote(5)(7)
Series D Preferred Stock(2) (2) 10/30/2020 C 966,985 (2) (2) Common Stock 966,985 $0.00 0 I See footnote(5)(8)
Series E Preferred Stock(3) (3) 10/30/2020 C 303,203 (3) (3) Common Stock 303,203 $0.00 0 I See footnote(5)(9)
Class B Common Stock(6)(10) (10) 10/30/2020 J 15,139,218 (10) (10) Class A Common Stock 15,139,128 $0.00 15,139,218 I See footnote(4)(5)
1. Name and Address of Reporting Person*
Redpoint Omega II, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Redpoint Omega Associates II, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Redpoint Omega II, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
2. The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
3. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
4. Includes 14,685,053 shares held by Redpoint Omega II, L.P. ("RO II") and 454,165 shares held by Redpoint Omega Associates II, LLC ("ROA II").
5. Redpoint Omega II, LLC ("RO II LLC"), is the sole general partner of RO II. RO II LLC and ROA LLC are under common control. As such, RO II LLC has sole voting and investment control over the shares owned by RO II, and may be deemed to beneficially own the shares held by RO II. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.
6. Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
7. Includes 13,452,970 shares held by RO II and 416,060 shares held by ROA II.
8. Includes 937,976 shares held by RO II and 29,009 shares held by ROA II.
9. Includes 294,107 shares held by RO II and 9,096 shares held by ROA II.
10. 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.
Remarks:
Redpoint Omega II, L.P. By its General Partner, Redpoint Omega II, LLC By: /s/ Elliot Geidt, Manager 11/03/2020
Redpoint Omega Associates II, LLC, By: /s/ Elliot Geidt, Manager 11/03/2020
Redpoint Omega II, LLC, By: /s/ Elliot Geidt, Manager 11/03/2020
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.