Root (ROOT) Form 4/A Root / Christopher Olsen ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Olsen Christopher

(Last) (First) (Middle)

629 N. HIGH STREET, 6TH FLOOR

(Street)

COLUMBUS OH 43215

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Root, Inc. [ ROOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/23/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	11/23/2021		C		10,100,000	A	(1)	10,100,000	I	See Footnote(2)
Class A Common Stock	11/23/2021		J(3)		10,100,000	D	$0.00	0	I	See Footnote(2)
Class A Common Stock	11/19/2021		D		15,290	D	$0.00(4)	0	D
Class A Common Stock								452,721	I	See Footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(6)	11/23/2021		C			10,100,000	(6)	(6)	Class A Common Stock	10,100,000	$0.00(1)	25,980,779	I	See Footnote(2)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	2,024,456		2,024,456	I	See Footnote(7)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	978,891		978,891	I	See Footnote(8)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	28,683		28,683	I	See Footnote(9)

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"). Christopher Olsen 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 LLC ("DC I Investment") to its indirect equity holders, without additional consideration. DC I Investment distributed an aggregate of 10,100,000 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"), on a pro rata basis.

4. Represents the cancellation of restricted stock units ("RSUs") held by the Reporting Person for no consideration. The shares subject to the RSIs were unvested and therefore automatically forfeited at the time of the Reporting Person's resignation from the Issuer's Board of Directors. The RSUs were formally cancelled by the Issuer on 12/29/2021.

5. The shares are held of record by Drive Capital I (GP), LLC ("GP I"). Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of GP I and share voting and dispositive power with respect to the shares held of record by GP I. Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

6. 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.

7. 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. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

8. The shares are held of record by Drive Capital Overdrive Fund I (TE), L.P. ("Overdrive TE I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive TE I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive TE I. Overdrive GP I, Olsen and Kvamme 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 Ignition Fund I, L.P. ("Overdrive Ignition I"). Drive Capital Overdrive Fund I (GP), LLC ("Overdrive GP I") is the General Partner of Overdrive Ignition I. Christopher Olsen ("Olsen") and Mark Kvamme ("Kvamme") are the managing members of Overdrive GP I and share voting and dispositive power with respect to the shares held of record by Overdrive Ignition I. Overdrive GP I, Olsen and Kvamme disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

Remarks:

This Form 4 Amendment is being filed to (i) include in Table I as a "holding" the 452,721 shares of Class A Common Stock held by Drive Capital I (GP), LLC, which were inadvertently omitted from the original filing and (ii) report the automatic forfeiture of unvested RSUs held by the Reporting Person at the time he resigned from the Issuer's Board of Directors. This Form 4 is one of two Form 4s filed with respect to the conversion and in-kind distribution of shares by DC I Investment LLC to its indirect equity holders. The Reporting Person for the other Form 4 is Drive Capital Overdrive Fun I, L.P.

	/s/ Christopher Olsen	01/03/2022
	** Signature of Reporting Person	Date
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