Root Inc.
11/12/2024 | Press release | Distributed by Public on 11/12/2024 16:58
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr. 3) |
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 (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 11/07/2024 | C(1) | 75,839 | (23) | (23) | Class A Common Stock | 75,839 | $ 0 | 1,733,922(1) | I | By Funds(2) | |||
| Class B Common Stock | (8) | 11/08/2024 | C(8) | 201,315 | (23) | (23) | Class A Common Stock | 201,315 | $ 0 | 1,532,607(8) | I | By Funds(2) | |||
| Class B Common Stock | (15) | 11/11/2024 | C(15) | 75,000 | (23) | (23) | Class A Common Stock | 75,000 | $ 0 | 1,457,607(15) | I | By Funds(2) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Malka Meyer C/O RIBBIT CAPITAL 364 UNIVERSITY AVE. PALO ALTO, CA 94301 |
X | |||
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Ribbit Capital IV, L.P. C/O RIBBIT CAPITAL 364 UNIVERSITY AVE. PALO ALTO, CA 94301 |
X | |||
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Bullfrog Capital, L.P. C/O RIBBIT CAPITAL 364 UNIVERSITY AVE. PALO ALTO, CA 94301 |
X |
Signatures
| /s/ Meyer Malka | 11/12/2024 |
| **Signature of Reporting Person | Date |
| /s/ Meyer Malka, sole director of Ribbit Capital GP IV, Ltd., the general partner of the general partner of Ribbit Capital IV, L.P. | 11/12/2024 |
| **Signature of Reporting Person | Date |
| /s/ Meyer Malka, sole director of Bullfrog Capital GP, Ltd., the general partner of the general partner of Bullfrog Capital, L.P. | 11/12/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | Represents 75,839 shares converted by Ribbit Capital IV, L.P. ("Fund IV"), for itself and as nominee for Ribbit Founder Fund IV, L.P. ("FF IV"), from Class B Common Stock into Class A Common Stock on a one-for-one basis for no consideration. Following the reported transaction, 75,839 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, 43,107 shares of Class A Common Stock are owned by Bullfrog Capital, L.P. ("Bullfrog"), for itself and as nominee for Bullfrog Founder Fund, L.P. (" Bullfrog FF"), 1,498,098 shares of Class B Common Stock are held by Fund IV, for itself and as nominee for FF IV and 235,824 shares of Class B Common Stock are held by RT-E Ribbit Opportunity IV, LLC ("Ribbit RT-E") |
| (2) | Shares are owned of record by (i) Fund IV, for itself and as nominee for FF IV, (ii) Bullfrog, for itself and as nominee for Bullfrog FF, and (iii) Ribbit RT-E. Meyer Malka is the sole director of Ribbit Capital GP IV, Ltd., which is the general partner of the general partner of Fund IV and FF IV and the general partner of the managing member of RT-E, and is the sole director of Bullfrog Capital GP, Ltd., which is the general partner of the general partner of each of Bullfrog and Bullfrog FF. Each of the Reporting Persons disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such shares for purposes of Section 16 or for any other purpose. |
| (3) | Represents 3,252 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $79.00 to $79.78, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 72,587 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (4) | Represents 25,616 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $80.00 to $80.9989, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 46,971 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (5) | Represents 33,185 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $81.00 to $81.98, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 13,786 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (6) | Represents 12,175 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $82.00 to $82.80, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 1,611 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (7) | Represents 1,611 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $83.09 to $83.475, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 0 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (8) | Represents 201,315 shares converted by Fund IV, for itself and as nominee for FF IV, from Class B Common Stock into Class A Common Stock on a one-for-one basis for no consideration. Following the reported transaction, 201,315 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF, 1,296,783 shares of Class B Common Stock are held by Fund IV, for itself and as nominee for FF IV and 235,824 shares of Class B Common Stock are held by Ribbit RT-E. |
| (9) | Represents 18,101 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $80.00 to $80.99, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 183,214 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (10) | Represents 101,970 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $81.00 to $81.985, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 81,244 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (11) | Represents 63,849 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $82.00 to $82.99, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 17,395 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (12) | Represents 14,596 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $83.00 to $83.65, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 2,799 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (13) | Represents 1,599 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $84.17 to $85.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 1,200 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (14) | Represents 1,200 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $85.21 to $85.45, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 0 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (15) | Represents 75,000 shares converted by Fund IV, for itself and as nominee for FF IV, from Class B Common Stock into Class A Common Stock on a one-for-one basis for no consideration. Following the reported transaction, 75,000 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, 43,107 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF, 1,221,783 shares of Class B Common Stock are held by Fund IV, for itself and as nominee for FF IV and 235,824 shares of Class B Common Stock are held by Ribbit RT-E. |
| (16) | Represents 9,199 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV, and 25,239 sold by Bullfrog, for itself and as nominee for Bullfrog FF. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $80.00 to $80.99, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 65,801 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 17,868 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (17) | Represents 2,208 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV, and 1,355 sold by Bullfrog, for itself and as nominee for Bullfrog FF. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $81.00 to $81.6367, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 63,593 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 16,513 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (18) | Represents 13,374 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV, and 13,223 sold by Bullfrog, for itself and as nominee for Bullfrog FF. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $82.00 to $82.94, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 50,219 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 3,290 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (19) | Represents 13,128 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV, and 3,290 sold by Bullfrog, for itself and as nominee for Bullfrog FF. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $83.01 to $84.005, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 37,091 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, and 0 shares of Class A Common Stock are owned by Bullfrog, for itself and as nominee for Bullfrog FF. |
| (20) | Represents 18,836 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $84.01 to $85.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 18,255 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV. |
| (21) | Represents 15,955 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $85.01 to $86.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 2,300 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV. |
| (22) | Represents 2,300 shares of Class A Common Stock sold by Fund IV, for itself and as nominee for FF IV. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $86.01 to $86.245, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price at which the transactions were effected. Following the reported transaction, 0 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV. |
| (23) | 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. |