3//SEC Filing
Redpoint Omega II, L.P. 3
Accession 0001209191-20-056023
CIK 0001788882other
Filed
Oct 26, 8:00 PM ET
Accepted
Oct 27, 8:22 PM ET
Size
13.5 KB
Accession
0001209191-20-056023
Insider Transaction Report
Form 3
Root, Inc.ROOT
Redpoint Omega II, L.P.
10% Owner
Holdings
- (indirect: See footnote)
Series E Preferred Stock
→ Common Stock (303,203 underlying) - (indirect: See footnote)
Series C Preferred Stock
→ Common Stock (13,869,030 underlying) - (indirect: See footnote)
Series D Preferred Stock
→ Common Stock (966,985 underlying)
Redpoint Omega Associates II, LLC
10% Owner
Holdings
- (indirect: See footnote)
Series C Preferred Stock
→ Common Stock (13,869,030 underlying) - (indirect: See footnote)
Series E Preferred Stock
→ Common Stock (303,203 underlying) - (indirect: See footnote)
Series D Preferred Stock
→ Common Stock (966,985 underlying)
Redpoint Omega II, LLC
10% Owner
Holdings
- (indirect: See footnote)
Series C Preferred Stock
→ Common Stock (13,869,030 underlying) - (indirect: See footnote)
Series E Preferred Stock
→ Common Stock (303,203 underlying) - (indirect: See footnote)
Series D Preferred Stock
→ Common Stock (966,985 underlying)
Footnotes (8)
- [F1]Each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering ("IPO"), and has no expiration date.
- [F2]Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
- [F3]Following the closing of the IPO, each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.
- [F4]Each share of Class B Common Stock held by the holder will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock (except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation); (2) the death of the holder; and (3) on the final conversion date, defined as the earlier of (a) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock; (b) the tenth anniversary of the effectiveness of the amended and restated certificate of incorporation filed in connection with the Issuer's IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.
- [F5]Includes 13,452,970 shares held by Redpoint Omega II, L.P. ("RO II") and 416,060 shares held by Redpoint Omega Associates II, LLC ("ROA II").
- [F6]Redpoint Omega II, LLC ("RO II LLC"), is the sole general partner of RO II. RO II LLC and ROA LLC are under common control. As such, RO II LLC has sole voting and investment control over the shares owned by RO II, and may be deemed to beneficially own the shares held by RO II. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.
- [F7]Includes 937,976 shares held by RO II and 29,009 shares held by ROA II.
- [F8]Includes 294,107 shares held by RO II and 9,096 shares held by ROA II.
Documents
Issuer
Root, Inc.
CIK 0001788882
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001532952
Filing Metadata
- Form type
- 3
- Filed
- Oct 26, 8:00 PM ET
- Accepted
- Oct 27, 8:22 PM ET
- Size
- 13.5 KB