Mahtiyar Bonakdarpour - Aug 9, 2023 Form 4 Insider Report for Root, Inc. (ROOT)

Role: Chief Technology Officer
Signature: /s/ Jodi Baker, Attorney-in-fact
Stock symbol: ROOT
Transactions as of: Aug 9, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/11/2023, 04:09 PM
Previous filing: Aug 3, 2023
Next filing: Aug 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROOT	Class A Common Stock	Award	$0	+72.3K	+34.31%	$0.00	283K	Aug 9, 2023	Direct	F1
holding	ROOT	Class A Common Stock						168K	Aug 9, 2023	See Footnote	F2

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	Performance-Based Restricted Stock Units	Award	$0	+143K		$0.00	143K	Aug 9, 2023	Class A Common Stock	143K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the grant of restricted stock units ("RSUs"). The shares subject to the RSUs vest on the following schedule: 16,031 on April 1, 2025; 24,399 on April 1, 2026; 31,886 on April 1, 2027.
F2	These shares are held by Drive Capital Overdrive Fund I, L.P. ("DCOF I") (112,469), Drive Capital Overdrive Fund I (TE), L.P. ("DCOF I TE") (54,382), and Drive Capital Overdrive Ignition Fund I, L.P. ("DCOIF I") (1,593). Drive Capital Overdrive Fund I (GP), LLC ("DCOIF I GP"), the general partner of each of DCOF I, DCOF I TE and DEOIF I, may be deemed to have sole power to vote these shares. The Reporting Person's spouse does not have voting or investment control over these shares but may be deemed to have an indirect pecuniary interest in such shares through her carried interest in DCOIF I GP. The Reporting Person's exact pecuniary interest is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of any of these shares except to the extent of his spouse's pecuniary interest therein.
F3	Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock. The PSUs vest in tranches of 14,348 on April 1, 2024; 28,695 on April 1, 2025; 43,043 on April 1, 2026; and 57,390 on April 1, 2027 and upon ROOT Class A common stock achieving a specified price per share over 45 consecutive trading days after such dates. Per share price achievement levels for the four tranches are: $16.76; $25.14; $33.52; and $41.90.