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