SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bonakdarpour Mahtiyar

(Last)

(First)

(Middle)

C/O ROOT, INC.

80 E. RICH STREET, SUITE 500

(Street)

COLUMBUS

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	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CTO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2024		F		1,669⁽¹⁾	D	$60.52	288,787	D
Class A Common Stock	04/01/2024		F		4,922⁽¹⁾	D	$60.52	283,865	D
Class A Common Stock	04/02/2024		M		14,348	A	$0	298,213	D
Class A Common Stock	04/02/2024		F		6,507⁽¹⁾	D	$62.08	291,706	D
Class A Common Stock								168,444	I	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽³⁾	04/02/2024		M			14,348	⁽³⁾	04/01/2028	Class A Common Stock	14,348	$0	129,128	D

Explanation of Responses:

1. These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units.

2. These shares are held by Drive Capital Overdrive Fund I, L.P. ("DCOF I") (112,469), Drive Capital Overdrive Fund I (TE), L.P. ("DCOF I TE") (54,382), and Drive Capital Overdrive Ignition Fund I, L.P. ("DCOIF I") (1,593). 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.

3. Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock. The PSUs vest in tranches of 14,348 on April 1, 2024; 28,695 on April 1, 2025; 43,043 on April 1, 2026; and 57,390 on April 1, 2027 and upon ROOT Class A common stock achieving a specified price per share over 45 consecutive trading days on or after such date. Per share price achievement levels for the four tranches are: $16.76; $25.14; $33.52; and $41.90.

Remarks:

	/s/ Jodi Baker, Attorney-in-fact	04/03/2024
	** 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 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).
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