Large owner Olsen Christopher converted options into 1,443,376 shares, disposed of 1,443,376 shares and acquired 346,725 shares (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) 05/21/2025 | ||||||||||||||||||||||||||
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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 | 05/21/2025 | C | 1,443,376 | A | (1) | 1,443,376 | I | See Footnote(2) | ||
| Class A Common Stock | 05/21/2025 | J(3) | 1,443,376 | D | $0 | 0 | I | See Footnote(2) | ||
| Class A Common Stock | 05/21/2025 | J(4) | 339,856 | A | $0 | 339,856 | I | See Footnote(5) | ||
| Class A Common Stock | 05/21/2025 | J(4) | 6,869 | A | $0 | 6,869 | I | See Footnote(6) | ||
| Class A Common Stock | 6,288 | I | See Footnote(7) | |||||||
| Class A Common Stock | 112,469 | I | See Footnote(8) | |||||||
| Class A Common Stock | 54,382 | I | See Footnote(9) | |||||||
| Class A Common Stock | 1,593 | I | See Footnote(10) | |||||||
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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 | (11) | 05/21/2025 | C | 1,443,376 | (11) | (11) | Class A Common Stock | 1,443,376 | $0.00 | 0 | I | See Footnote(2) | |||
| Explanation of Responses: |
| 1. These shares were converted from Class B Common Stock into Class A Common Stock on a one-for-one basis for no consideration. |
| 2. The shares are held of record by DC I Investment LLC ("DC I Investment"). The Reporting Person is the Managing Director of DC I Investment and has sole voting and dispositive power with respect to the shares held of record by DC I Investment. |
| 3. Represents a pro-rata, in-kind distribution by DC I Investment to its indirect equity holders, without additional consideration. DC I Investment distributed an aggregate of 1,103,520 shares to the limited partners of its two members, Drive Capital Fund I, L.P. ("Fund I") and Drive Capital Ignition Fund I, L.P. ("Ignition Fund I") and 339,856 shares to the general partner of Fund I and Ignition Fund I, Drive Capital I (GP), LLC ("GP I"), on a pro rata basis. |
| 4. The shares were obtained pursuant to a pro-rata distribution from DC I Investment, for no consideration. |
| 5. The shares are held of record by GP I. The Reporting Person is the managing member of GP I and has voting and dispositive power with respect to the shares held of record by GP I. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 6. The shares are held of record by Dwight H. Hibbard Family Trust f/b/o Christoper Olsen - Exempt (the "Trust"). The Reporting Person is the Trustee of the Trust and has sole voting and dispositive power with respect to the shares held of record by the Trust. |
| 7. The shares are held of record by Purple Dot LLC ("Purple Dot"). The Reporting Person is the Managing Member of Purple Dot and has sole voting and dispositive power with respect to the shares held of record by Purple Dot. On February 26, 2024, Purple Dot obtained 12,576 shares pursuant to a pro-rata, in-kind distribution by GP I, and on March 6, 2024, Purple Dot transferred 6,288 shares to the Reporting Person's ex-spouse pursuant to a domestic relations order. These two prior transactions were exempt from reporting under Section 16 and therefore were not included in previous Form 4 filings. |
| 8. The shares are held of record by Drive Capital Overdrive Fund I, L.P. ("Overdrive I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive I. The Reporting Person is the managing member of Overdrive GP I and has voting and dispositive power with respect to the shares held of record by Overdrive I. Overdrive GP I and the Reporting Person disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. |
| 9. The shares are held of record by Drive Capital Overdrive Fund I (TE), L.P. ("Overdrive TE I"). Overdrive GP I is the General Partner of Overdrive TE I. The Reporting Person is the managing member of Overdrive GP I and has voting and dispositive power with respect to the shares held of record by Overdrive TE I. Overdrive GP I and the Reporting Person disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. |
| 10. The shares are held of record by Drive Capital Overdrive Ignition Fund I, L.P. ("Overdrive Ignition I"). Overdrive GP I is the General Partner of Overdrive Ignition I. The Reporting Person is the managing member of Overdrive GP I and has voting and dispositive power with respect to the shares held of record by Overdrive Ignition I. Overdrive GP I and the Reporting Person disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. |
| 11. 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. |
| Remarks: |
| This Form 4 is one of two Form 4s filed on the date hereof with respect to the conversion and distribution of these shares. The Reporting Persons for the other Form 4 are Overdrive I, Overdrive TE I, Overdrive Ignition, GP I and Overdrive GP I. |
| /s/ Christopher Olsen | 05/23/2025 | |
| ** 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. | ||