SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Leach Bryan

(Last)

(First)

(Middle)

C/O IBOTTA, INC.

1801 CALIFORNIA STREET, SUITE 400

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2024

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	3,153,048⁽²⁾	D
Common Stock⁽¹⁾	405,000	I	See footnote⁽³⁾
Common Stock⁽¹⁾	45,000	I	See footnote⁽⁴⁾
Common Stock⁽¹⁾	405,000	I	See footnote⁽⁵⁾
Common Stock⁽¹⁾	45,000	I	See footnote⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽⁷⁾	01/16/2027	Common Stock⁽¹⁾	212,000	$3.99	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	01/25/2028	Common Stock⁽¹⁾	30,000	$5.05	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	11/13/2028	Common Stock⁽¹⁾	50,000	$5.35	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	12/11/2029	Common Stock⁽¹⁾	50,000	$12.75	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	12/08/2030	Common Stock⁽¹⁾	250,000	$8.3	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	07/15/2031	Common Stock⁽¹⁾	176,471	$22.2	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	07/15/2031	Common Stock⁽¹⁾	176,471	$22.2	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	02/08/2032	Common Stock⁽¹⁾	25,000	$19.25	D
Employee Stock Option (Right to Buy)	⁽¹²⁾	03/07/2033	Common Stock⁽¹⁾	60,000	$10.4	D

Explanation of Responses:

1. Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

2. Certain of these securities are restricted stock units (RSUs) and performance stock units (PSUs). Each RSU and PSU represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and conditions.

3. By Spouse as Trustee for the Elysian 2021 Legacy Trust u/a/d May 11, 2021.

4. By Spouse as Trustee for the the Elysian 2024 GST Trust u/a/d March 20, 2024.

5. By Spouse as Trustee for the the Orion 2021 Legacy Trust u/a/d May 11, 2021.

6. By Spouse as Trustee for the the Orion 2024 GST Trust u/a/d March 20, 2024.

7. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

8. 1/48th of the shares subject to the option vested on January 8, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

9. 1/48th of the shares subject to the option vested on August 15, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

10. 1/48th of the shares subject to the option vested on August 15, 2022 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

11. 1/36th of the shares subject to the option vested on February 3, 2022 and 1/36th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

12. 1/48th of the shares subject to the option vested on February 16, 2023 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ David Shapiro, by power of attorney	04/17/2024
	** 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 5 (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.
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