Ibotta, Inc. — Director's Dealing 2024

Apr 18, 2024

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Ibotta, Inc. (IBTA)
CIK: 0001538379
Period of Report: 2024-04-17

Reporting Person: SONSINI LARRY W (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	64545	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series Seed Preferred Stock	$		Common Stock (191270)		Indirect
Series A Preferred Stock	$		Common Stock (24390)		Indirect
Series C Preferred Stock	$		Common Stock (6459)		Indirect
Series C Preferred Stock	$		Common Stock (2153)		Indirect
Series C-1 Preferred Stock	$		Common Stock (12638)		Indirect
Convertible Promissory Note	$63.80		Class A Common Stock (1569)		Indirect

Footnotes

F1: 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 (the "IPO").

F2: Certain of these securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

F3: Each share of Series Seed Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

F4: The shares are held by WS Investment Company LLC (2011A), of which the Reporting Person is a member and has voting and investment control.

F5: Each share of Series A Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

F6: The shares are held by WS Investment Company, LLC (2013A), of which the Reporting Person is a member and has voting and investment control.

F7: Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

F8: The shares are held by WS Investment Company, LLC (2015A), of which the Reporting Person is a member and has voting and investment control.

F9: The shares are held by WS Investment Company, LLC (2015C), of which the Reporting Person is a member and has voting and investment control.

F10: Each share of Series C-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

F11: The shares are held by WS Investment Company, LLC (2017A), of which the Reporting Person is a member and has voting and investment control.

F12: The Convertible 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.

F13: The principal amount of the Convertible 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 Promissory Note has a maturity date of March 24, 2027. The number of shares reported in Column 3 represents the principal amount (together with accrued interest thereon) divided by the conversion price.

F14: The shares are held by WS Investment Company, LLC (22A), of which the Reporting Person is a member and has voting and investment control.