0000950170-24-045278.txt : 20240417 0000950170-24-045278.hdr.sgml : 20240417 20240417210208 ACCESSION NUMBER: 0000950170-24-045278 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240417 FILED AS OF DATE: 20240417 DATE AS OF CHANGE: 20240417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOCH INDUSTRIES INC CENTRAL INDEX KEY: 0000923338 ORGANIZATION NAME: STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42018 FILM NUMBER: 24852626 BUSINESS ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 BUSINESS PHONE: 3168285500 MAIL ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KDT Ibotta Holdings, LLC CENTRAL INDEX KEY: 0002019322 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42018 FILM NUMBER: 24852627 BUSINESS ADDRESS: STREET 1: 4111 E. 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 BUSINESS PHONE: 316-828-5500 MAIL ADDRESS: STREET 1: 4111 E. 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ibotta, Inc. CENTRAL INDEX KEY: 0001538379 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 352426358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1801 CALIFORNIA STREET, SUITE 400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-593-1633 MAIL ADDRESS: STREET 1: 1801 CALIFORNIA STREET, SUITE 400 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Zing Enterprises, Inc. DATE OF NAME CHANGE: 20111228 3 1 ownership.xml 3 X0206 3 2024-04-17 0 0001538379 Ibotta, Inc. IBTA 0002019322 KDT Ibotta Holdings, LLC 4111 E. 37TH STREET NORTH WICHITA KS 67220 false false true false 0000923338 KOCH INDUSTRIES INC 4111 E. 37TH STREET NORTH WICHITA KS 67220 false false true false Common stock, par value $0.00001 per share 647926 D Series D Preferred Stock 2019-07-30 Common Stock 2075607 D Series D Preferred Stock 2019-08-29 Common Stock 2075607 D Convertible Unsecured Subordinated Promissory Note 63.80 2027-03-24 Class A Common Stock 1089989 D The common stock, par value $0.00001 per share ("Common Stock"), of Ibotta, Inc. (the "Issuer") will automatically be reclassified into shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), of the Issuer on a one-to-one basis in connection with the consummation of the Issuer's initial public offering ("IPO"). Securities are held by KDT Ibotta Holdings, LLC ("KDT Ibotta"). KDT Ibotta is a subsidiary of Koch Disruptive Technologies, LLC ("KDT"), KDT is a subsidiary of Koch Disruptive Technologies Holdings, LLC ("KDT Holdings"), KDT Holdings is a subsidiary of Koch Investments Group, LLC ("KIG"), KIG is a subsidiary of Koch Investments Group Holdings, LLC ("KIG Holdings") and KIG Holdings is a subsidiary of Koch Industries, Inc. ("Koch Industries"). Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT may be deemed to beneficially own the securities of the Issuer held by KDT Ibotta by virtue of Koch Industries' beneficial ownership of KIG Holdings, KIG Holdings' beneficial ownership of KIG, KIG's beneficial ownership of KDT Holdings, KDT Holdings' beneficial ownership of KDT, and KDT's beneficial ownership of KDT Ibotta. Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT disclaims such beneficial ownership except to the extent of their pecuniary interest therein. Each share of Series D redeemable convertible preferred stock par value $0.00001 per share ("Series D Preferred Stock") of the Issuer is convertible into Common Stock at any time at the option of the holder and will automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date. The Convertible Unsecured Subordinated Promissory Note was initially issued on March 24, 2022 and contained various predetermined and automatic adjustment provisions contingent upon the occurrence of specified events. As a result of the IPO pricing, the ultimate conversion price became fixed at $63.80, contingent upon closing of the IPO. The principal amount of the Convertible Unsecured Subordinated Promissory Note (together with accrued interest thereon) will convert concurrently with the closing of the IPO into shares of Class A Common Stock at a conversion price equal to $63.80. The Convertible Unsecured Subordinated Promissory Note has a maturity date of March 24, 2027. The number of shares reported in Column 3 represents the principal amount of $69,450,000 (together with accrued interest thereon) divided by the conversion price. KDT Ibotta Holdings, LLC, /s/ Nicholas Hoffman, Secretary 2024-04-17 Koch Industries, Inc., /s/ Raffaele G. Fazio, Assistant Secretary 2024-04-17