0001104659-21-021580.txt : 20210212 0001104659-21-021580.hdr.sgml : 20210212 20210212125053 ACCESSION NUMBER: 0001104659-21-021580 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210212 DATE AS OF CHANGE: 20210212 GROUP MEMBERS: CHRIS OLSEN GROUP MEMBERS: DC I INVESTMENT LLC GROUP MEMBERS: DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC GROUP MEMBERS: DRIVE CAPITAL OVERDRIVE FUND I (TE), L.P. GROUP MEMBERS: DRIVE CAPITAL OVERDRIVE IGNITION FUND I, L.P. GROUP MEMBERS: DRIVE CAPITAL, LLC GROUP MEMBERS: MARK KVAMME SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Root, Inc. CENTRAL INDEX KEY: 0001788882 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 842717903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91816 FILM NUMBER: 21624937 BUSINESS ADDRESS: STREET 1: 80 E RICH STREET STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: (614) 591-4568 MAIL ADDRESS: STREET 1: 80 E RICH STREET STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: Root Stockholdings, Inc. DATE OF NAME CHANGE: 20190919 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DRIVE CAPITAL OVERDRIVE FUND I, L.P. CENTRAL INDEX KEY: 0001773446 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 629 N. HIGH STREET, SIXTH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142578243 MAIL ADDRESS: STREET 1: 629 N. HIGH STREET, SIXTH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 SC 13G 1 tm215137d6_sc13g.htm SC 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. __)*

 

Root, Inc.

(Name of Issuer)
 
 

Class A Common Stock

(Title of Class of Securities)
 
 

77664L108

(CUSIP Number)
 
 

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: 

 

  ¨ Rule 13d-1(b)
     
  ¨ Rule 13d-1(c)
     
  x Rule 13d-1(d)

  

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

 

Page 1 of 16

 

Exhibit Index on Page 14

 

 

CUSIP # 77664L108Page 2 of 16

 

1

NAME OF REPORTING PERSONS 

 

Drive Capital Overdrive Fund I, L.P. (“DCOF I”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) ¨ 

(b) x 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

2,024,456 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), the general partner of DCOF I, may be deemed to have sole power to vote these shares, Drive Capital, LLC (“DC”), the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

2,024,456 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that DCOF I GP, the general partner of DCOF I, may be deemed to have sole power to dispose of these shares, and Olsen and Kvamme, the members of the investment committee of DCOF I GP, may be deemed to have shared power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,024,456 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.3% 1 2

12

TYPE OF REPORTING PERSON

 

PN 

  

 

1 Based on 59,443,588  shares of Class A Common Stock outstanding as of November 24, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

2 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

 

CUSIP # 77664L108Page 3 of 16

 

1

NAME OF REPORTING PERSONS 

 

Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) ¨ 

(b) x 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

978,891 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), the general partner of DCOF I TE, may be deemed to have sole power to vote these shares, Drive Capital, LLC (“DC”), the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

978,891 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that DCOF I GP, the general partner of DCOF I TE, may be deemed to have sole power to dispose of these shares, and Olsen and Kvamme, the members of the investment committee of DCOF I GP, may be deemed to have shared power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

978,891 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.6% 3 4

12

TYPE OF REPORTING PERSON

 

PN 

 

 

3 Based on 59,443,588  shares of Class A Common Stock outstanding as of November 24, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

4 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

 

CUSIP # 77664L108Page 4 of 16

 

1

NAME OF REPORTING PERSONS 

 

Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) ¨ 

(b) x 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

28,683 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Drive Capital Overdrive Fund I (GP), LLC (“DCOIF I GP”), the general partner of DCOF Ignite I, may be deemed to have sole power to vote these shares, Drive Capital, LLC (“DC”), the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

28,683 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that DCOF I GP, the general partner of DCOIF I, may be deemed to have sole power to dispose of these shares, and Olsen and Kvamme, the members of the investment committee of DCOF I GP, may be deemed to have shared power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

28,683 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0% 5 6

12

TYPE OF REPORTING PERSON

 

PN 

 

 

5 Based on 59,443,588  shares of Class A Common Stock outstanding as of November 24, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

6 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

 

CUSIP # 77664L108Page 5 of 16

 

1

NAME OF REPORTING PERSONS 

 

Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) ¨ 

(b) x 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), 978,891 shares are directly owned by Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) and 28,683 shares are directly owned by Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”). Drive Capital, LLC (“DC”), the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by DCOF I, 978,891 shares are directly owned by DCOF I TE and 28,683 shares are directly owned by DCOIF I. Olsen and Kvamme, the members of the investment committee of DCOF I GP, may be deemed to have shared power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,032,030 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.9% 7 8

12

TYPE OF REPORTING PERSON

 

OO 

 

 

7 Based on 59,443,588  shares of Class A Common Stock outstanding as of November 24, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

8 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

 

CUSIP # 77664L108Page 6 of 16

  

1

NAME OF REPORTING PERSONS 

 

Drive Capital, LLC (“DC”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) ¨ 

(b) x 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), 978,891 shares are directly owned by Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) and 28,683 shares are directly owned by Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”). Chris Olsen (“Olsen”) and Mark Kvamme (“Kvamme”) the members of DC, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

0 shares

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,032,030 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.9% 9 10

12

TYPE OF REPORTING PERSON

 

OO 

 

 

9 Based on 59,443,588  shares of Class A Common Stock outstanding as of November 24, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

10 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

 

CUSIP # 77664L108Page 7 of 16

 

1

NAME OF REPORTING PERSONS 

 

DC I Investment LLC (“DC I Investment”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) ¨ 

(b) x 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

51,178,410 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Chris Olsen, the managing director of DC I Investment, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

51,178,410 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Chris Olsen, the managing director of DC I Investment, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

51,178,410 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

46.3% 11 12

12

TYPE OF REPORTING PERSON

 

OO 

 

 

11 Based on 59,443,588  shares of Class A Common Stock outstanding as of November 24, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

12 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

 

CUSIP # 77664L108Page 8 of 16

 

1

NAME OF REPORTING PERSONS 

 

Mark Kvamme (“Kvamme”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) ¨ 

(b) x 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

See response to row 6.

6

SHARED VOTING POWER

 

3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), 978,891 shares are directly owned by Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) and 28,683 shares are directly owned by Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”). Kvamme is a member of Drive Capital, LLC (“DC”), which is the manager of Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), which is the general partner of DCOF I, DCOF I TE and DCOIF I. Kvamme may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

 

See response to row 8.

8

SHARED DISPOSITIVE POWER

 

3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by DCOF I, 978,891 shares are directly owned by DCOF I TE and 28,683 shares are directly owned by DCOIF I. Kvamme is a member of the investment committee of DCOF I GP, which is the general partner of DCOF I, DCOF I TE and DCOIF I. Kvamme may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,032,030 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.9% 13 14

12

TYPE OF REPORTING PERSON

 

IN 

 

 

13 Based on 59,443,588  shares of Class A Common Stock outstanding as of November 24, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

14 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

 

CUSIP # 77664L108Page 9 of 16

 

1

NAME OF REPORTING PERSONS 

 

Chris Olsen (“Olsen”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) ¨ 

(b) x 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

51,178,410 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, all of which is directly owned by DC I Investment LLC (“DC I Investment”). Olsen, the managing director of DC I Investment, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

 

3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), 978,891 shares are directly owned by Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) and 28,683 shares are directly owned by Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”). Olsen is a member of Drive Capital, LLC (“DC”), which is the manager of Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), which is the general partner of DCOF I, DCOF I TE and DCOIF I. Olsen may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

 

51,178,410 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, all of which is directly owned by DC I Investment. Olsen, the managing director of DC I Investment, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

3,032,030 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, of which 2,024,456 shares are directly owned by DCOF I, 978,891 shares are directly owned by DCOF I TE and 28,683 shares are directly owned by DCOIF I. Olsen is a member of the investment committee of DCOF I GP, which is the general partner of DCOF I, DCOF I TE and DCOIF I. Olsen may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

54,210,440 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

47.7% 15 16

12

TYPE OF REPORTING PERSON

 

IN 

  

 

15 Based on 59,443,588  shares of Class A Common Stock outstanding as of November 24, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.

16 Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

 

CUSIP # 77664L108Page 10 of 16

 

ITEM 1(A).NAME OF ISSUER

 

Root, Inc. (the “Issuer”)

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

80 E. Rich Street, Suite 500

Columbus, Ohio 43215

 

ITEM 2(A).NAME OF PERSONS FILING


This Schedule is filed by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), a Delaware limited partnership, Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”), a Delaware limited partnership, Drive Capital Overdrive Ignition Fund I, L.P. (DCOIF I”), a Delaware limited partnership, Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), a Delaware limited liability company, Drive Capital, LLC (“DC”), a Delaware limited liability company, DC I Investment LLC (“DC I Investment”), a Delaware limited liability company, Mark Kvamme (“Kvamme”), an individual, and Chris Olsen (“Olsen”), an individual. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

629 N. High Street, 6th Floor

Columbus, Ohio 43215

ITEM 2(C).CITIZENSHIP



See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

Class A Common Stock

 

ITEM 2(D)CUSIP NUMBER



77664L108

 

ITEM 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

 

CUSIP # 77664L108Page 11 of 16

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of December 31, 2020:

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of DCOF I, DCOF I TE and DCOIF I and the limited liability company agreements of DCOF I GP and DC I Investment, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

Not applicable

 

ITEM 10.CERTIFICATION.

Not applicable.

 

 

CUSIP # 77664L108Page 12 of 16

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2021

 

  DRIVE CAPITAL OVERDRIVE FUND I, L.P.
   
  By: DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC
  Its: General Partner
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DRIVE CAPITAL OVERDRIVE FUND I (TE), L.P.
   
  By: DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC
  Its: General Partner
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DRIVE CAPITAL OVERDRIVE IGNITION FUND I, L.P.
   
  By: DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC
  Its: General Partner
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DRIVE CAPITAL, LLC
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DC I INVESTMENT, LLC
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Managing Director
     
  MARK KVAMME
     
  By: /s/ Mark Kvamme
  Name: Mark Kvamme

 

 

CUSIP # 77664L108Page 13 of 16

 

  CHRIS OLSEN
     
  By: /s/ Chris Olsen
  Name: Chris Olsen

 

 

CUSIP # 77664L108Page 14 of 16

 

EXHIBIT INDEX

 

   Found on
Sequentially
Exhibit  Numbered Page
    
Exhibit A:  Agreement of Joint Filing  15

 

 

CUSIP # 77664L108Page 15 of 16

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

  

Date: February 12, 2021

 

  DRIVE CAPITAL OVERDRIVE FUND I, L.P.
   
  By: DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC
  Its: General Partner
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DRIVE CAPITAL OVERDRIVE FUND I (TE), L.P.
   
  By: DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC
  Its: General Partner
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DRIVE CAPITAL OVERDRIVE IGNITION FUND I, L.P.
   
  By: DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC
  Its: General Partner
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DRIVE CAPITAL, LLC
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Member
     
  DC I INVESTMENT, LLC
     
  By: /s/ Chris Olsen
  Name: Chris Olsen
  Title: Managing Director

 

 

CUSIP # 77664L108Page 16 of 16

 

  MARK KVAMME
     
  By: /s/ Mark Kvamme
  Name: Mark Kvamme
     
  CHRIS OLSEN
     
  By: /s/ Chris Olsen
  Name: Chris Olsen