KDT Ibotta Holdings, LLC - Apr 22, 2024 Form 4 Insider Report for Ibotta, Inc. (IBTA)

Role
10%+ Owner
Signature
KDT Ibotta Holdings, LLC /s/ Nicholas Hoffman, Secretary
Stock symbol
IBTA
Transactions as of
Apr 22, 2024
Transactions value $
-$62,458,702
Form type
4
Date filed
4/22/2024, 05:15 PM
Previous filing
Apr 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IBTA Common Stock Other -648K -100% 0 Apr 22, 2024 Direct F1, F2
transaction IBTA Class A Common Stock Other +648K 648K Apr 22, 2024 Direct F1, F2
transaction IBTA Common Stock Conversion of derivative security +4.15M 4.15M Apr 22, 2024 Direct F2, F3
transaction IBTA Common Stock Other -4.15M -50% 4.15M Apr 22, 2024 Direct F1, F2
transaction IBTA Class A Common Stock Other +4.15M +640.69% 4.8M Apr 22, 2024 Direct F1, F2
transaction IBTA Class A Common Stock Conversion of derivative security $69.5M +1.09M +22.71% $63.80* 5.89M Apr 22, 2024 Direct F2, F4
transaction IBTA Class A Common Stock Sale -$132M -1.5M -25.47% $88.00* 4.39M Apr 22, 2024 Direct F2, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IBTA Series D Preferred Stock Conversion of derivative security -4.15M -100% 0 Apr 22, 2024 Common Stock 4.15M Direct F2, F3
transaction IBTA Convertible Unsecured Subordinated Promissory Note Conversion of derivative security -1.09M -100% 0 Apr 22, 2024 Class A Common Stock 1.09M $63.80 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a reclassification exempt under Rule 16b-7, each share of common stock, par value $0.00001 per share ("Common Stock"), of Ibotta, Inc. (the "Issuer") automatically reclassified into shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), of the Issuer on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering (the "IPO").
F2 Securities are held by KDT Ibotta Holdings, LLC ("KDT Ibotta"). KDT Ibotta is a subsidiary of Koch Disruptive Technologies, LLC ("KDT"), KDT is a subsidiary of Koch Disruptive Technologies Holdings, LLC ("KDT Holdings"), KDT Holdings is a subsidiary of Koch Investments Group, LLC ("KIG"), KIG is a subsidiary of Koch Investments Group Holdings, LLC ("KIG Holdings") and KIG Holdings is a subsidiary of Koch Industries, Inc. ("Koch Industries"). Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT may be deemed to beneficially own the securities of the Issuer held by KDT Ibotta by virtue of Koch Industries' beneficial ownership of KIG Holdings, KIG Holdings' beneficial ownership of KIG, KIG's beneficial ownership of KDT Holdings, KDT Holdings' beneficial ownership of KDT, and KDT's beneficial ownership of KDT Ibotta. Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT disclaims such beneficial ownership except to the extent of their pecuniary interest therein.
F3 Each share of Series D redeemable convertible preferred stock par value $0.00001 per share ("Series D Preferred Stock") of the Issuer automatically converted into Common Stock on a one-for-one basis immediately prior to the completion of the IPO and had no expiration date.
F4 The principal amount of the Convertible Unsecured Subordinated Promissory Note (together with accrued interest thereon) automatically converted into shares of Class A Common Stock at a conversion price equal to $63.80 immediately prior to the completion of the IPO. The Convertible Unsecured Subordinated Promissory Note has a maturity date of March 24, 2027. The treatment of the Convertible Unsecured Subordinated Promissory Note in the IPO was exempt pursuant to Rule 16b-6.
F5 Pursuant to the IPO, on April 17, 2024, the Issuer, the selling stockholders named in the Underwriting Agreement (as defined below) and the underwriters of the IPO (the "Underwriters") entered into an Underwriting Agreement (the "Underwriting Agreement"). Pursuant to the Underwriting Agreement, KDT Ibotta sold 1,500,000 shares of Class A Common Stock of the Issuer to the Underwriters at a per share sale price of $88.00. The per share sale price reported in this Form 4 does not reflect underwriting discounts.