| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ROOT | Class A Common Stock | Conversion of derivative security | +10.1M | 10.1M | Nov 23, 2021 | See Footnote | F1, F2 | |||
| transaction | ROOT | Class A Common Stock | Other | $0 | -10.1M | -100% | $0.00* | 0 | Nov 23, 2021 | See Footnote | F2, F3 |
| transaction | ROOT | Class A Common Stock | Disposed to Issuer | $0 | -15.3K | -100% | $0.00* | 0 | Nov 19, 2021 | Direct | F4 |
| holding | ROOT | Class A Common Stock | 453K | Nov 19, 2021 | See Footnote | F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ROOT | Class B Common Stock | Conversion of derivative security | $0 | -10.1M | -27.99% | $0.00 | 26M | Nov 23, 2021 | Class A Common Stock | 10.1M | See Footnote | F1, F2, F6 | |
| holding | ROOT | Class B Common Stock | 2.02M | Nov 19, 2021 | Class A Common Stock | 2.02M | See Footnote | F6, F7 | ||||||
| holding | ROOT | Class B Common Stock | 979K | Nov 19, 2021 | Class A Common Stock | 979K | See Footnote | F6, F8 | ||||||
| holding | ROOT | Class B Common Stock | 28.7K | Nov 19, 2021 | Class A Common Stock | 28.7K | See Footnote | F6, F9 |
| Id | Content |
|---|---|
| F1 | These shares were converted from Class B Common Stock into Class A Common Stock on a one-for-one basis for no consideration. |
| F2 | 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. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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. |
| F6 | 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. |
| F7 | 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. |
| F8 | 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. |
| F9 | 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. |
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.