0001209191-20-056022.txt : 20201027 0001209191-20-056022.hdr.sgml : 20201027 20201027202149 ACCESSION NUMBER: 0001209191-20-056022 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201027 FILED AS OF DATE: 20201027 DATE AS OF CHANGE: 20201027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Geidt Elliot CENTRAL INDEX KEY: 0001825792 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39658 FILM NUMBER: 201265671 MAIL ADDRESS: STREET 1: C/O REDPOINT VENTURES, 3000 SAND HILL RD STREET 2: BUILDING 2, SUITE 290 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Root, Inc. CENTRAL INDEX KEY: 0001788882 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 842717903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 80 E RICH STREET STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: (614) 591-4568 MAIL ADDRESS: STREET 1: 80 E RICH STREET STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: Root Stockholdings, Inc. DATE OF NAME CHANGE: 20190919 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-10-27 0 0001788882 Root, Inc. ROOT 0001825792 Geidt Elliot C/O ROOT, INC. 80 E RICH STREET, SUITE 500 COLUMBUS OH 43215 1 0 0 0 Series C Preferred Stock Common Stock 13869030 I See footnote Series D Preferred Stock Common Stock 966985 I See footnote Series E Preferred Stock Common Stock 303203 I See footnote Each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering ("IPO"), and has no expiration date. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. Following the closing of the IPO, each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock held by the holder will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock (except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation); (2) the death of the holder; and (3) on the final conversion date, defined as the earlier of (a) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock; (b) the tenth anniversary of the effectiveness of the amended and restated certificate of incorporation filed in connection with the Issuer's IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class. Includes 13,452,970 shares held by Redpoint Omega II, L.P. ("RO II") and 416,060 shares held by Redpoint Omega Associates II, LLC ("ROA II"). Redpoint Omega II, LLC ("RO II LLC"), is the sole general partner of RO II. The Reporting Person is a member of RO II LLC and ROA II. The Reporting Person disclaims beneficial ownership of the shares held by RO II and ROA II except to the extent of his proportionate pecuniary interest therein. Includes 937,976 shares held by RO II and 29,009 shares held by ROA II. Includes 294,107 shares held by RO II and 9,096 shares held by ROA II. /s/ Elliot Geidt 2020-10-27 EX-24.3_942659 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Dan Rosenthal, Jon Allison, Megan Binkley and Eric Steiner of Cooley LLP, signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") any documents necessary or appropriate to obtain EDGAR codes and passwords enabling the undersigned to make electronic filings of reports with the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or greater than 10% stockholder of Root, Inc. (the "Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 (including any amendments thereto) and timely file such forms with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and (4) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or employed by or a partner at Cooley LLP, as applicable. ***** The undersigned has caused this Power of Attorney to be executed as of September 10, 2020. /s/ Elliot Geidt