SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Swanson Luke Roy

(Last)

(First)

(Middle)

C/O IBOTTA, INC.

1801 CALIFORNIA STREET, SUITE 400

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ibotta, Inc. [ IBTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF TECHNOLOGY OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/22/2024		J⁽¹⁾		800,461	D	⁽¹⁾	0	D
Common Stock	04/22/2024		J⁽¹⁾		45,045	D	⁽¹⁾	0	I	See footnote⁽²⁾
Class A Common Stock	04/22/2024		J⁽¹⁾		800,461	A	⁽¹⁾	800,461⁽³⁾	D
Class A Common Stock	04/22/2024		J⁽¹⁾		45,045	A	⁽¹⁾	45,045	I	See footnote⁽²⁾
Class A Common Stock	04/22/2024		S⁽⁴⁾		140,538	D	$88	659,923⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$5.05	04/22/2024		J⁽¹⁾			21,728	⁽⁵⁾	01/25/2028	Common Stock	21,728	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$5.05	04/22/2024		J⁽¹⁾		21,728		⁽⁵⁾	01/25/2028	Class A Common Stock	21,728	⁽¹⁾	21,728	D
Employee Stock Option (right to buy)	$5.35	04/22/2024		J⁽¹⁾			35,000	⁽⁵⁾	11/13/2028	Common Stock	35,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$5.35	04/22/2024		J⁽¹⁾		35,000		⁽⁵⁾	11/13/2028	Class A Common Stock	35,000	⁽¹⁾	35,000	D
Employee Stock Option (right to buy)	$12.75	04/22/2024		J⁽¹⁾			39,324	⁽⁵⁾	12/11/2029	Common Stock	39,324	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$12.75	04/22/2024		J⁽¹⁾		39,324		⁽⁵⁾	12/11/2029	Class A Common Stock	39,324	⁽¹⁾	39,324	D
Employee Stock Option (right to buy)	$8.3	04/22/2024		J⁽¹⁾			50,000	⁽⁶⁾	12/08/2030	Common Stock	50,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$8.3	04/22/2024		J⁽¹⁾		50,000		⁽⁶⁾	12/08/2030	Class A Common Stock	50,000	⁽¹⁾	50,000	D
Employee Stock Option (right to buy)	$22.2	04/22/2024		J⁽¹⁾			71,670	⁽⁷⁾	07/15/2031	Common Stock	71,670	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$22.2	04/22/2024		J⁽¹⁾		71,670		⁽⁷⁾	07/15/2031	Class A Common Stock	71,670	⁽¹⁾	71,670	D
Employee Stock Option (right to buy)	$19.25	04/22/2024		J⁽¹⁾			25,000	⁽⁸⁾	02/08/2032	Common Stock	25,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$19.25	04/22/2024		J⁽¹⁾		25,000		⁽⁸⁾	02/08/2032	Class A Common Stock	25,000	⁽¹⁾	25,000	D
Employee Stock Option (right to buy)	$10.4	04/22/2024		J⁽¹⁾			40,000	⁽⁹⁾	03/07/2033	Common Stock	40,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$10.4	04/22/2024		J⁽¹⁾		40,000		⁽⁹⁾	03/07/2033	Class A Common Stock	40,000	⁽¹⁾	40,000	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically 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").

2. The shares are held by Flat Tops Ventures, LLC, which is 1% owned by the Reporting Person and 99% owned by the Swanson 2021 Irrevocable Trust for the benefit of the Reporting Person's children.

3. 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.

4. Pursuant to the IPO, on April 17, 2024, the Issuer, the selling stockholders named in the Underwriting Agreement (as defined below) and the underwriters of the IPO (the "Underwriters") entered into an Underwriting Agreement (the "Underwriting Agreement"). Pursuant to the Underwriting Agreement, the Reporting Person sold 140,538 shares of Class A Common Stock of the Issuer to the Underwriters at a per share sale price of $88.00. The per share sale price reported in this Form 4 does not reflect underwriting discounts.

5. All of the shares subject to the option are fully vested and exercisable as of the date hereof.

6. 1/48th of the shares subject to the option vested on January 8, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date..

7. 1/48th of the shares subject to the option vested on August 15, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

8. 1/36th of the shares subject to the option vested on February 3, 2022 and 1/36th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

9. 1/48th of the shares subject to the option vested on February 16, 2023 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

	/s/ David Shapiro, by power of attorney	04/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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