Carvana Co. - Sep 1, 2022 Form 3/A - Amendment Insider Report for Root, Inc. (ROOT)

Role
10%+ Owner
Signature
Carvana Co., By: /s/ Paul Breaux, Vice President, General Counsel and Secretary
Stock symbol
ROOT
Transactions as of
Sep 1, 2022
Transactions value $
$0
Form type
3/A - Amendment
Date filed
9/6/2022, 06:04 PM
Date Of Original Report
Oct 8, 2021
Previous filing
Oct 8, 2021

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
holding ROOT Warrant (Right to Buy) Sep 1, 2022 Class A Common Stock 2.36M $180.10 See Footnotes F1, F2, F3
holding ROOT Warrant (Right to Buy) Sep 1, 2022 Class A Common Stock 3.21M $198.11 See Footnotes F1, F3
holding ROOT Warrant (Right to Buy) Sep 1, 2022 Class A Common Stock 1.59M $216.12 See Footnotes F1, F3
holding ROOT Warrant (Right to Buy) Sep 1, 2022 Class A Common Stock 1.44M $180.10 See Footnotes F1, F3
holding ROOT Warrant (Right to Buy) Sep 1, 2022 Class A Common Stock 1.49M $225.13 See Footnotes F1, F3
holding ROOT Warrant (Right to Buy) Sep 1, 2022 Class A Common Stock 1.5M $270.15 See Footnotes F1, F3
holding ROOT Warrant (Right to Buy) Sep 1, 2022 Class A Common Stock 1.45M $405.23 See Footnotes F1, F3
holding ROOT Warrant (Right to Buy) Sep 1, 2022 Class A Common Stock 1.29M $540.31 See Footnotes F1, F3
holding ROOT Series A Convertible Preferred Stock Sep 1, 2022 Class A Common Stock 780K $162.09 See Footnotes F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 The Warrants are held directly by Carvana Group, LLC. Carvana Co. exercises voting and dispositive power over the Warrants.
F4 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.
F5 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.
F6 Represents Preferred Stock held directly by Carvana Group, LLC. Carvana Co. exercises voting and dispositive power over the Preferred Stock.