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DRIVE CAPITAL OVERDRIVE FUND I, L.P.

Date Filed : Jun 14, 2021

SEC FORM 4SEC Form 4
FORM 4UNITED 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*
DRIVE CAPITAL OVERDRIVE FUND I, L.P.

(Last)(First)(Middle)
629 N. HIGH STREET, 6TH FLOOR

(Street)
COLUMBUSOH43215

(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/10/2021J(1)5,117,841D$0.000ISee Footnote(2)
Class A Common Stock06/10/2021J(3)452,721A$0.00452,721ISee Footnote(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(5) (5) (5)Class A Common Stock46,060,56946,060,569ISee Footnote(2)
Class B Common Stock(5) (5) (5)Class A Common Stock2,024,4562,024,456ISee Footnote(6)
Class B Common Stock(5) (5) (5)Class A Common Stock978,891978,891ISee Footnote(7)
Class B Common Stock(5) (5) (5)Class A Common Stock28,68328,683ISee Footnote(8)
1. Name and Address of Reporting Person*
DRIVE CAPITAL OVERDRIVE FUND I, L.P.

(Last)(First)(Middle)
629 N. HIGH STREET, 6TH FLOOR

(Street)
COLUMBUSOH43215

(City)(State)(Zip)
1. Name and Address of Reporting Person*
DRIVE CAPITAL OVERDRIVE FUND I (TE), L.P.

(Last)(First)(Middle)
629 N. HIGH STREET, 6TH FLOOR

(Street)
COLUMBUSOH43215

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Drive Capital Overdrive Ignition Fund I, L.P.

(Last)(First)(Middle)
629 N. HIGH STREET, 6TH FLOOR

(Street)
COLUMBUSOH43215

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Drive Capital Overdrive Fund I (GP), LLC

(Last)(First)(Middle)
629 N. HIGH STREET, 6TH FLOOR

(Street)
COLUMBUSOH43215

(City)(State)(Zip)
1. Name and Address of Reporting Person*
DC I Investment LLC

(Last)(First)(Middle)
629 N. HIGH STREET, 6TH FLOOR

(Street)
COLUMBUSOH43215

(City)(State)(Zip)
1. Name and Address of Reporting Person*
KVAMME MARK

(Last)(First)(Middle)
629 N. HIGH STREET, 6TH FLOOR

(Street)
COLUMBUSOH43215

(City)(State)(Zip)
Explanation of Responses:
1. 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 4,665,120 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, and 452,721 shares to the general partner of Fund I and Ignition Fund I, Drive Capital I (GP), LLC.
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. These shares were received as part of a pro-rata, in-kind distribution by DC I Investment LLC ("DC I Investment") to its indirect equity holders, without additional consideration.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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 is one of two Form 4s filed on the date hereof with respect to the in-kind distribution of these shares. The Reporting Person for the other Form 4 is Christopher Olsen.In connection with the in-kind distribution, Drive Capital I (GP), LLC ("GP I") is becoming a Reporting Person. GP I is filing a Form 3 reporting its acquisition of shares in this distribution, and will join this group for purposes of reporting future transactions.
Drive Capital Overdrive Fund I, L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its: General Partner, by: /s/ Christopher Olsen, Managing Member06/14/2021
Drive Capital Overdrive Fund I (TE), L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its General Partner, by: /s/ Christopher Olsen, Managing Member06/14/2021
Drive Capital Overdrive Ignition Fund I, L.P., by: Drive Capital Overdrive Fund I (GP), LLC, its General Partner, by: /s/ Christopher Olsen, Managing Member06/14/2021
Drive Capital Overdrive Fund I (GP), LLC, by: /s/ Christopher Olsen, Managing Member06/14/2021
DC I Investment LLC, by: Christopher Olsen, Managing Director06/14/2021
/s/ Mark Kvamme06/14/2021
** Signature of Reporting PersonDate
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.
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