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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Chomko Jared (Last) (First) (Middle) C/O IBOTTA, INC. 1801 CALIFORNIA STREET, SUITE 400 (Street) DENVER CO 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) VICE PRESIDENT, ACCOUNTING
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/22/2024		J(1)		7,016	D	(1)	0	D
Class A Common Stock	04/22/2024		J(1)		7,016	A	(1)	7,016(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$12.45	04/22/2024		J(1)			5,984	(3)	05/14/2031	Common Stock	5,984	(1)	0	D
Employee Stock Option (right to buy)	$12.45	04/22/2024		J(1)		5,984		(3)	05/14/2031	Class A Common Stock	5,984	(1)	5,984	D
Employee Stock Option (right to buy)	$22.2	04/22/2024		J(1)			1,500	(4)	11/02/2031	Common Stock	1,500	(1)	0	D
Employee Stock Option (right to buy)	$22.2	04/22/2024		J(1)		1,500		(4)	11/02/2031	Class A Common Stock	1,500	(1)	1,500	D
Employee Stock Option (right to buy)	$19.25	04/22/2024		J(1)			7,500	(5)	02/08/2032	Common Stock	7,500	(1)	0	D
Employee Stock Option (right to buy)	$19.25	04/22/2024		J(1)		7,500		(5)	02/08/2032	Class A Common Stock	7,500	(1)	7,500	D
Employee Stock Option (right to buy)	$10.4	04/22/2024		J(1)			5,000	(6)	03/07/2033	Common Stock	5,000	(1)	0	D
Employee Stock Option (right to buy)	$10.4	04/22/2024		J(1)		5,000		(6)	03/07/2033	Class A Common Stock	5,000	(1)	5,000	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. 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.

3. This option, originally for 10,000 shares of Common Stock, vested as to 1/4th of the shares on March 29, 2022 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

4. 1/3rd of the shares subject to the option are vested, 1/3rd of the shares subject to the option vest upon completion of the IPO, and 1/3rd of the shares subject to the option vest upon completion of the Issuer's second public earnings release following completion of the IPO.

5. 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.

6. 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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