Christopher Olsen - Nov 23, 2021 Form 4 Insider Report for Root, Inc. (ROOT)

Role
10%+ Owner
Signature
/s/ Christopher Olsen
Stock symbol
ROOT
Transactions as of
Nov 23, 2021
Transactions value $
$0
Form type
4
Date filed
11/24/2021, 08:16 PM
Previous filing
Jan 4, 2022
Next filing
Sep 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROOT Class A Common Stock Conversion of derivative security +10.1M 10.1M Nov 23, 2021 See Footnote F1, F2
transaction ROOT Class A Common Stock Other $0 -10.1M -100% $0.00* 0 Nov 23, 2021 See Footnote F2, F3
holding ROOT Class A Common Stock 15.3K Nov 23, 2021 Direct

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 ROOT Class B Common Stock Conversion of derivative security $0 -10.1M -27.99% $0.00 26M Nov 23, 2021 Class A Common Stock 10.1M See Footnote F1, F2, F4
holding ROOT Class B Common Stock 2.02M Nov 23, 2021 Class A Common Stock 2.02M See Footnote F4, F5
holding ROOT Class B Common Stock 979K Nov 23, 2021 Class A Common Stock 979K See Footnote F4, F6
holding ROOT Class B Common Stock 28.7K Nov 23, 2021 Class A Common Stock 28.7K See Footnote F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were converted from Class B Common Stock into Class A Common Stock on a one-for-one basis for no consideration.
F2 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.
F3 Represents a pro-rata, in-kind distribution by DC I Investment LLC ("DC I Investment") to its indirect equity holders, without additional consideration. DC I Investment distributed an aggregate of 10,100,000 shares to the limited partners of its two members, Drive Capital Fund I, L.P. ("Fund I") and Drive Capital Ignition Fund I, L.P. ("Ignition Fund I"), on a pro rata basis.
F4 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.
F5 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.
F6 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.
F7 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 4 is one of two Form 4s filed on the date hereof with respect to the conversion and in-kind distribution of shares by DC I Investment LLC to its indirect equity holders. The Reporting Person for the other Form 4 is Drive Capital Overdrive Fund I, L.P.