Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * D. E. SHAW & CO, L.P. 2. Issuer Name and Ticker or Trading Symbol Ibotta, Inc. [IBTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) / See Footnotes 2,5,18,19,20 (Last) (First) (Middle) TWO MANHATTAN WEST , 375 NINTH AVENUE, 52ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) (Street) NEW YORK NY 10001 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
D. E. SHAW & CO, L.P. TWO MANHATTAN WEST 375 NINTH AVENUE, 52ND FLOOR NEW YORK, NY10001		X		See Footnotes 2,5,18,19,20
D. E. SHAW & CO, L.L.C. TWO MANHATTAN WEST 375 NINTH AVENUE, 52ND FLOOR NEW YORK, NY10001		X		See Footnotes 2,5,18,19,20
SHAW DAVID E TWO MANHATTAN WEST 375 NINTH AVENUE, 52ND FLOOR NEW YORK, NY10001		X		See Footnotes 2,5,18,19,20

Signatures

D. E. Shaw & Co., L.P., By: /s/ Daniel R. Marcus, Authorized Signatory	2024-10-01
**Signature of Reporting Person	Date
D. E. Shaw & Co., L.L.C., By: /s/ Daniel R. Marcus, Chief Compliance Officer	2024-10-01
**Signature of Reporting Person	Date
David E. Shaw, By: /s/ Daniel R. Marcus, as Attorney-in-Fact for David E. Shaw	2024-10-01
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	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).
(1)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $62.2400 to $63.2300, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(2)	The securities reported in this line of this Form 4 are directly held by D. E. Shaw Valence Portfolios, L.L.C. ("Valence"), and may be deemed to be indirectly held by the Reporting Persons.
(3)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $63.2400 to $63.9750, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(4)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $62.2650 to $63.2300, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(5)	The securities reported in this line of this Form 4 are directly held by D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus"), and may be deemed to be indirectly held by the Reporting Persons.
(6)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $63.2750 to $63.5450, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(7)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $60.9500 to $61.9450, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(8)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $61.9550 to $62.2908, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(9)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $62.9690 to $63.2450, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(10)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $60.7700 to $61.7618, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(11)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $61.8350 to $62.7951, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(12)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $59.0100 to $59.9800, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(13)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $60.0100 to $60.9700, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(14)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $59.0900 to $60.0700, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(15)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $60.1300 to $61.0600, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(16)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $61.0950 to $61.8000, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(17)	This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $61.1600 to $61.8000, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(18)	The securities reported in this line of this Form 4 are directly held by a member of the Executive Committee of D. E. Shaw & Co., L.P. ("DESCO LP") and D. E. Shaw & Co., L.L.C. ("DESCO LLC"), and may be deemed to be indirectly held by the Reporting Persons.
(19)	DESCO LP, as investment adviser to Valence and Oculus; DESCO LLC, as manager of Valence and Oculus; and David E. Shaw, as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC, may be deemed to be the beneficial owners of the securities reported in this Form 4 for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934.
(20)	In accordance with instruction 4(b)(iv), the entire number of securities of the Issuer that may be deemed to be beneficially owned by DESCO LP, DESCO LLC, and David E. Shaw is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 4, except to the extent of any pecuniary interest therein.

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