Ownership Submission
FORM 3/A
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF 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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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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SONSINI LARRY W
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-04-17
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3. Issuer Name and Ticker or Trading Symbol
Ibotta, Inc. [IBTA]
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(Last)
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(First)
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(Middle)
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C/O IBOTTA, INC. , 1801 CALIFORNIA STREET, SUITE 400
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed(Month/Day/Year)
2024-04-17
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SONSINI LARRY W
C/O IBOTTA, INC.
1801 CALIFORNIA STREET, SUITE 400
DENVER, CO80202
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X
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Signatures
/s/ David T. Shapiro, by power of attorney
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2024-08-23
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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The Convertible Promissory Note held by the Reporting Person's spouse was omitted from the original Form 3, filed April 17, 2024.
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(2)
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The Convertible Promissory Note was initially issued on March 24, 2022 and contained various predetermined and automatic adjustment provisions contingent upon the occurrence of specified events. As a result of the IPO pricing, the ultimate conversion price became fixed at $63.80, contingent upon closing of the IPO.
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(3)
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The principal amount of the Convertible Promissory Note (together with accrued interest thereon) will convert concurrently with the closing of the IPO into shares of Class A Common Stock at a conversion price equal to $63.80. The Convertible Promissory Note has a maturity date of March 24, 2027. The number of shares reported in Column 3 represents the principal amount (together with accrued interest thereon) divided by the conversion price.
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(4)
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The Convertible Promissory Note is held by the Reporting Person's spouse.
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