Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

CARVANA CO.

2. Date of Event Requiring Statement (MM/DD/YYYY) 9/1/2022

3. Issuer Name and Ticker or Trading Symbol

Root, Inc. [ROOT]

(Last) (First) (Middle)

1930 W RIO SALADO PARKWAY

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

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

(Street)

TEMPE, AZ 85281

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)
10/8/2021

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

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

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 Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (Right to Buy)	9/1/2022 ⁽¹⁾⁽²⁾	9/1/2025	Class A Common Stock	2364527.0	$180.1	I	See Footnotes ⁽³⁾
Warrant (Right to Buy)	⁽¹⁾	9/1/2025	Class A Common Stock	3209001.0	$198.11	I	See Footnotes ⁽³⁾
Warrant (Right to Buy)	⁽¹⁾	9/1/2025	Class A Common Stock	1594149.0	$216.12	I	See Footnotes ⁽³⁾
Warrant (Right to Buy)	⁽¹⁾	9/1/2027	Class A Common Stock	1435023.0	$180.1	I	See Footnotes ⁽³⁾
Warrant (Right to Buy)	⁽¹⁾	9/1/2027	Class A Common Stock	1491046.0	$225.13	I	See Footnotes ⁽³⁾
Warrant (Right to Buy)	⁽¹⁾	9/1/2027	Class A Common Stock	1502593.0	$270.15	I	See Footnotes ⁽³⁾
Warrant (Right to Buy)	⁽¹⁾	9/1/2027	Class A Common Stock	1451763.0	$405.23	I	See Footnotes ⁽³⁾
Warrant (Right to Buy)	⁽¹⁾	9/1/2027	Class A Common Stock	1287177.0	$540.31	I	See Footnotes ⁽³⁾
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	780294.0 ⁽⁵⁾	$162.09	I	See Footnotes ⁽⁶⁾

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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CARVANA CO. 1930 W RIO SALADO PARKWAY TEMPE, AZ 85281		X
CARVANA GROUP, LLC 1930 W RIO SALADO PARKWAY TEMPE, AZ 85281		X

Signatures
Carvana Co., By: /s/ Paul Breaux, Vice President, General Counsel and Secretary		9/6/2022
^**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.		9/6/2022
^**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 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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