Mahtiyar Bonakdarpour Form 3 Root / Mahtiyar Bonakdarpour ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Bonakdarpour Mahtiyar

(Last) (First) (Middle)

C/O ROOT, INC.

80 E. RICH STREET, SUITE 500

(Street)

COLUMBUS OH 43215

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2022

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	577,480(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	07/21/2028	Class B Common Stock	58,334	0.68	D
Stock Option (Right to Buy)	(3)	04/18/2029	Class B Common Stock	54,260	2.4	D
Stock Option (Right to Buy)	(3)	04/18/2029	Class B Common Stock	164,490	2.4	D
Class B Common Stock	(4)	(4)	Class A Common Stock	3,032,030	(4)	I	See Footnote(5)

Explanation of Responses:

1. Includes 536,592 restricted stock units, 207,781 of which vest quarterly through February 1, 2025, and 349,091 of which vest on June 15, 2023, subject to the reporting person's continuous service on the applicable vesting dates.

2. The shares subject to the option are immediately exercisable. One-fourth of the shares subject to the option award vested on July 23, 2019, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service through each such vesting.

3. The shares subject to the option are immediately exercisable. One-fourth of the shares subject to the option award vested on February 21, 2020, and generally thereafter, one-forty-eighth of the shares subject to the options awarded on the grant date vest monthly, subject to the Reporting Person's continuous service through each such vesting.

4. 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.

5. These shares are held by Drive Capital Overdrive Fund I, L.P. ("DCOF I") (2,024,456), Drive Capital Overdrive Fund I (TE), L.P. ("DCOF I TE") (978,891), and Drive Capital Overdrive Ignition Fund I, L.P. ("DCOIF I") (28,683). Drive Capital Overdrive Fund I (GP), LLC ("DCOIF I GP"), the general partner of each of DCOF I, DCOF I TE and DEOIF I, may be deemed to have sole power to vote these shares. The Reporting Person's spouse does not have voting or investment control over these shares but may be deemed to have an indirect pecuniary interest in such shares through her carried interest in DCOIF I GP. The Reporting Person's exact pecuniary interest is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of any of these shares except to the extent of his spouse's pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 Power of Attorney

	/s/ Jodi Baker, Attorney-in-fact	03/03/2022
	** 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 5 (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.