Statement of Changes in Beneficial Ownership (4)
September 02 2022 - 7:55PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Olsen Christopher |
2. Issuer Name and Ticker or Trading Symbol
Root, Inc.
[
ROOT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
629 N. HIGH STREET, 6TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/31/2022 |
(Street)
COLUMBUS, OH 43215
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 8/31/2022 | | C | | 112469 | A | (1) | 112469 (2) | I | See Footnote (3) |
Class A Common Stock | 8/31/2022 | | C | | 54382 | A | (1) | 54382 (2) | I | See Footnote (4) |
Class A Common Stock | 8/31/2022 | | C | | 1593 | A | (1) | 1593 (2) | I | See Footnote (5) |
Class A Common Stock | | | | | | | | 25151 (2) | I | See Footnote (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Class B Common Stock | (7) | 8/31/2022 | | C | | | 112469 | (7) | (7) | Class A Common Stock | 112469 | $0.00 | 0 (2) | I | See Footnote (3) |
Class B Common Stock | (7) | 8/31/2022 | | C | | | 54382 | (7) | (7) | Class A Common Stock | 54382 | $0.00 | 0 (2) | I | See Footnote (4) |
Class B Common Stock | (7) | 8/31/2022 | | C | | | 1593 | (7) | (7) | Class A Common Stock | 1593 | $0.00 | 0 (2) | I | See Footnote (5) |
Class B Common Stock | (7) | | | | | | | (7) | (7) | Class A Common Stock | 1443376 | | 1443376 (2) | I | See Footnote (8) |
Explanation of Responses: |
(1) | These shares were converted from Class B Common Stock into Class A Common Stock on a one-for-one basis for no consideration. |
(2) | The issuer effected a 1-for-18 reverse stock split of its Class A Common Stock and Class B Common Stock on August 12, 2022. The number of securities reported on this Form 4 has been adjusted to reflect the reverse stock split. |
(3) | 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") is the managing member of Overdrive GP I and has voting and dispositive power with respect to the shares held of record by Overdrive I. Overdrive GP I and Olsen disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. |
(4) | 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") is the managing member of Overdrive GP I and has voting and dispositive power with respect to the shares held of record by Overdrive TE I. Overdrive GP I and Olsen disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. |
(5) | 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") is the managing member of Overdrive GP I and has voting and dispositive power with respect to the shares held of record by Overdrive Ignition I. Overdrive GP I and Olsen disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. |
(6) | The shares are held of record by Drive Capital I (GP), LLC ("GP I"). Christopher Olsen ("Olsen") is the managing member of GP I and has voting and dispositive power with respect to the shares held of record by GP I. Olsen disclaims beneficial ownership of such shares except to the extent of their pecuniary interests therein. |
(7) | 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. |
(8) | 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. |
Remarks: This Form 4 is one of two Form 4s filed with respect to the conversion of these shares. The Reporting Person for the other Form 4 is Drive Capital Overdrive Fund I, L.P. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Olsen Christopher 629 N. HIGH STREET, 6TH FLOOR COLUMBUS, OH 43215 |
| X |
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Signatures
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/s/ Christopher Olsen | | 9/2/2022 |
**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 control number. |
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