Large owner Malka Meyer converted options into 728,800 shares and sold $30,558,066 worth of shares (225,000 units at $135.81) (SEC Form 4)
$ROOT
Property-Casualty Insurers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Root, Inc. [ ROOT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 04/28/2025 | C(1) | 728,800 | A | (1) | 728,800 | I | By Funds(2) | ||
| Class A Common Stock | 04/30/2025 | S | 223,978(3) | D | $135.8007(4) | 504,822 | I | By Funds(2) | ||
| Class A Common Stock | 04/30/2025 | S | 297(3) | D | $137.16(5) | 504,525 | I | By Funds(2) | ||
| Class A Common Stock | 04/30/2025 | S | 725(3) | D | $139.2556(6) | 503,800(3) | I | By Funds(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (7) | 04/28/2025 | C(1) | 728,800 | (7) | (7) | Class A Common Stock | 728,800 | $0 | 728,807(1) | I | By Funds(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents 728,800 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, 728,800 shares of Class A Common Stock are owned by Fund IV, for itself and as nominee for FF IV, 492,983 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 and (ii) 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. 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 an aggregate of 225,000 shares sold by Fund IV, for itself and as nominee for FF IV. Following the reported transactions, 503,800 shares of Class A Common Stock are held by Fund IV, for itself and as nominee for Fund IV. |
| 4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $135.80 to $136.71, 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. |
| 5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $137.00 to $137.49, 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. |
| 6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $138.62 to $139.29, 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. |
| 7. 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. |
| /s/ Meyer Malka | 04/30/2025 | |
| /s/ Meyer Malka, sole director of Ribbit Capital GP IV, Ltd., the general partner of the general partner of Ribbit Capital IV, L.P. | 04/30/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||