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^*

D. E. SHAW & CO, L.P.

(Last)

(First)

(Middle)

TWO MANHATTAN WEST

375 NINTH AVENUE, 52ND FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ibotta, Inc. [ IBTA ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes 2,5,18,19,20

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2024

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
X	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, par value $0.00001 per share	09/27/2024		P		1,926	A	$62.6992⁽¹⁾	2,020,519	I	See Footnotes.⁽²⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	09/27/2024		P		725	A	$63.4468⁽³⁾	2,021,244	I	See Footnotes.⁽²⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	09/27/2024		P		800	A	$62.7402⁽⁴⁾	673,600	I	See Footnotes.⁽⁵⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	09/27/2024		P		200	A	$63.3965⁽⁶⁾	673,800	I	See Footnotes.⁽⁵⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	09/30/2024		P		2,587	A	$61.5991⁽⁷⁾	2,023,831	I	See Footnotes.⁽²⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	09/30/2024		P		404	A	$62.0655⁽⁸⁾	2,024,235	I	See Footnotes.⁽²⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	09/30/2024		P		256	A	$63.0488⁽⁹⁾	2,024,491	I	See Footnotes.⁽²⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	09/30/2024		P		689	A	$61.5126⁽¹⁰⁾	674,489	I	See Footnotes.⁽⁵⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	09/30/2024		P		308	A	$62.1587⁽¹¹⁾	674,797	I	See Footnotes.⁽⁵⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	09/30/2024		P		3	A	$62.969	674,800	I	See Footnotes.⁽⁵⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	10/01/2024		P		1,351	A	$59.4271⁽¹²⁾	2,025,842	I	See Footnotes.⁽²⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	10/01/2024		P		1,944	A	$60.5305⁽¹³⁾	2,027,786	I	See Footnotes.⁽²⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	10/01/2024		P		505	A	$59.5377⁽¹⁴⁾	675,305	I	See Footnotes.⁽⁵⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	10/01/2024		P		537	A	$60.6156⁽¹⁵⁾	675,842	I	See Footnotes.⁽⁵⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	10/01/2024		P		842	A	$61.343⁽¹⁶⁾	2,028,628	I	See Footnotes.⁽²⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share	10/01/2024		P		358	A	$61.2976⁽¹⁷⁾	676,200	I	See Footnotes.⁽⁵⁾⁽¹⁹⁾⁽²⁰⁾
Class A common stock, par value $0.00001 per share								58,842	I	See Footnotes.⁽¹⁸⁾⁽¹⁹⁾⁽²⁰⁾

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)

1. Name and Address of Reporting Person^*

D. E. SHAW & CO, L.P.

(Last)

(First)

(Middle)

TWO MANHATTAN WEST

375 NINTH AVENUE, 52ND FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes 2,5,18,19,20

1. Name and Address of Reporting Person^*

D. E. SHAW & CO, L.L.C.

(Last)

(First)

(Middle)

TWO MANHATTAN WEST

375 NINTH AVENUE, 52ND FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes 2,5,18,19,20

1. Name and Address of Reporting Person^*

SHAW DAVID E

(Last)

(First)

(Middle)

TWO MANHATTAN WEST

375 NINTH AVENUE, 52ND FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes 2,5,18,19,20

Explanation of Responses:

1. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $62.2400 to $63.2300, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

2. The securities reported in this line of this Form 4 are directly held by D. E. Shaw Valence Portfolios, L.L.C. ("Valence"), and may be deemed to be indirectly held by the Reporting Persons.

3. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $63.2400 to $63.9750, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $62.2650 to $63.2300, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. The securities reported in this line of this Form 4 are directly held by D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus"), and may be deemed to be indirectly held by the Reporting Persons.

6. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $63.2750 to $63.5450, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $60.9500 to $61.9450, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $61.9550 to $62.2908, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $62.9690 to $63.2450, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

10. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $60.7700 to $61.7618, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

11. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $61.8350 to $62.7951, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

12. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $59.0100 to $59.9800, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

13. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $60.0100 to $60.9700, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

14. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $59.0900 to $60.0700, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

15. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $60.1300 to $61.0600, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

16. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $61.0950 to $61.8000, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

17. This is the weighted average purchase price for the transactions reported on this line. Purchases ranged in price from $61.1600 to $61.8000, inclusive. The Reporting Persons undertake to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

18. The securities reported in this line of this Form 4 are directly held by a member of the Executive Committee of D. E. Shaw & Co., L.P. ("DESCO LP") and D. E. Shaw & Co., L.L.C. ("DESCO LLC"), and may be deemed to be indirectly held by the Reporting Persons.

19. DESCO LP, as investment adviser to Valence and Oculus; DESCO LLC, as manager of Valence and Oculus; and David E. Shaw, as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC, may be deemed to be the beneficial owners of the securities reported in this Form 4 for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934.

20. In accordance with instruction 4(b)(iv), the entire number of securities of the Issuer that may be deemed to be beneficially owned by DESCO LP, DESCO LLC, and David E. Shaw is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 4, except to the extent of any pecuniary interest therein.

Remarks:

Exhibit Index: 24.1 Power of Attorney 24.2 Power of Attorney

	D. E. Shaw & Co., L.P., By: /s/ Daniel R. Marcus, Authorized Signatory	10/01/2024
	D. E. Shaw & Co., L.L.C., By: /s/ Daniel R. Marcus, Chief Compliance Officer	10/01/2024
	David E. Shaw, By: /s/ Daniel R. Marcus, as Attorney-in-Fact for David E. Shaw	10/01/2024
	** 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).
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