Root, Inc. — Director's Dealing 2020

Nov 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Root, Inc. (ROOT)
CIK: 0001788882
Period of Report: 2020-10-30

Reporting Person: SVB FINANCIAL GROUP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-30	Class A Common Stock	C	12540250	—	Acquired	12540250	Indirect
2020-10-30	Class A Common Stock	S	1254025	$25.515	Disposed	11286225	Indirect
2020-10-30	Class A Common Stock	C	3120530	—	Acquired	3120530	Indirect
2020-10-30	Class A Common Stock	S	312530	$25.515	Disposed	2808000	Indirect
2020-10-30	Class A Common Stock	X	500000	$0.8114	Acquired	500000	Direct
2020-10-30	Class A Common Stock	X	97960	$0.373	Acquired	597960	Direct
2020-10-30	Class A Common Stock	S	597960	$25.515	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-30	Series B Preferred Stock	$	C	8379540	Disposed		Class B Common Stock (8379540)	Indirect
2020-10-30	Series C Preferred Stock	$	C	4160710	Disposed		Class B Common Stock (4160710)	Indirect
2020-10-30	Series C Preferred Stock	$	C	3120530	Disposed		Class B Common Stock (3120530)	Indirect
2020-10-30	Series A-3 Preferred Warrant (Right to Buy)	$0.2871	X	500000	Disposed	2026-07-07	Class B Common Stock (500000)	Direct
2020-10-30	Series B Preferred Warrant (Right to Buy)	$0.8114	X	97960	Disposed	2027-12-20	Class B Common Stock (97960)	Direct

Footnotes

F1: Each share of Series B Preferred Stock and Series C Preferred Stock (a) automatically converted into shares of Class B Common Stock at the applicable conversion ratio set forth in the Issuer's certificate of incorporation immediately prior to the completion of the Issuer's initial public offering of Class B Common Stock and (b) has no expiration date.

F2: Each outstanding share of Class B Common Stock held by the Reporting Person converted into one share of Class A Common Stock following the completion of the Issuer's initial public offering.

F3: These securities are held directly by Capital Partners III, L.P.. The Reporting Person is the managing member of SVB Capital Partners III, LLC, the general partner of Capital Partners III, L.P.. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F4: These securities are held directly by Venture Overage Fund, L.P.. The Reporting Person is the managing member of SVB Capital Venture Overage, LLC, the general partner of the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F5: The Series A-3 Preferred Warrant and the Series B Preferred Warrant are exercisable in full within 60 days of the date hereof.

F6: The Reporting Person is a reporting company listed on the Nasdaq Global Select Market. Certain employees of Silicon Valley Bank, a wholly-owned subsidiary of the Reporting Person, have voting and dispositive power with respect to these shares.