SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Root, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
77664L207
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 13
Exhibit Index on Page 12
| CUSIP #77664L207 | Page 2 of 13 |
| 1 | NAME OF REPORTING PERSONS Drive Capital Overdrive Fund I, L.P. (“DCOF I”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 112,469 shares, except that Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), the general partner of DCOF I, may be deemed to have sole power to vote these shares, Drive Capital, LLC (“DC”), the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Chris Olsen (“Olsen”), the member of DC, may be deemed to have sole power to vote these shares. | |
| 6 | SHARED
VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 112,469 shares, except that DCOF I GP, the general partner of DCOF I, may be deemed to have sole power to dispose of these shares, and Olsen, the member of the investment committee of DCOF I GP, may be deemed to have sole power to dispose of these shares. | ||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,469 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.2% 1 | ||
| 12 | TYPE OF REPORTING PERSON PN | ||
1 Based on 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
| CUSIP #77664L207 | Page 3 of 13 |
| 1 | NAME OF REPORTING PERSONS Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 54,382 shares, except that DCOF I GP, the general partner of DCOF I TE, may be deemed to have sole power to vote these shares, DC, the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Olsen, the member of DC, may be deemed to have sole power to vote these shares. | |
| 6 | SHARED
VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 54,382 shares, except that DCOF I GP, the general partner of DCOF I TE, may be deemed to have sole power to dispose of these shares, and Olsen, the member of the investment committee of DCOF I GP, may be deemed to have sole power to dispose of these shares. | ||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,382 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6% 2 | ||
| 12 | TYPE OF REPORTING PERSON PN | ||
2 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
| CUSIP #77664L207 | Page 4 of 13 |
| 1 | NAME OF REPORTING PERSONS Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 1,593 shares, except that DCOIF I GP, the general partner of DCOF Ignite I, may be deemed to have sole power to vote these shares, DC, the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Olsen, the member of DC, may be deemed to have sole power to vote these shares. | |
| 6 | SHARED
VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 1,593 shares, except that DCOF I GP, the general partner of DCOIF I, may be deemed to have sole power to dispose of these shares, and Olsen, the member of the investment committee of DCOF I GP, may be deemed to have sole power to dispose of these shares. | ||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,593 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 3 | ||
| 12 | TYPE OF REPORTING PERSON PN | ||
3 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
| CUSIP #77664L207 | Page 5 of 13 |
| 1 | NAME OF REPORTING PERSONS Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 168,444 shares, of which 112,469 shares are directly owned by DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 shares are directly owned by DCOIF I. DC, the manager of DCOF I GP, may be deemed to have sole power to vote these shares, and Olsen, the member of DC, may be deemed to have sole power to vote these shares. | |
| 6 | SHARED
VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 168,444 shares, of which 112,469 shares are directly owned by DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 shares are directly owned by DCOIF I. Olsen, the member of the investment committee of DCOF I GP, may be deemed to have sole power to dispose of these shares. | ||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,444 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8% 4 | ||
| 12 | TYPE OF REPORTING PERSON OO | ||
4 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
| CUSIP #77664L207 | Page 6 of 13 |
| 1 | NAME OF REPORTING PERSONS Drive Capital, LLC (“DC”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Ohio | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 168,444 shares, of which 112,469 shares are directly owned DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 shares are directly owned by DCOIF I. Olsen, the member of DC, may be deemed to have sole power to vote these shares. | |
| 6 | SHARED
VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares | ||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,444 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8% 5 | ||
| 12 | TYPE OF REPORTING PERSON OO | ||
5 Based on 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
| CUSIP #77664L207 | Page 7 of 13 |
| 1 | NAME OF REPORTING PERSONS DC I Investment LLC (“DC I Investment”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 1,443,376 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Chris Olsen, the managing director of DC I Investment, may be deemed to have sole power to vote these shares. | |
| 6 | SHARED
VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 1,443,376 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, except that Chris Olsen, the managing director of DC I Investment, may be deemed to have sole power to dispose of these shares. | ||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,443,376 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.1% 6 | ||
| 12 | TYPE OF REPORTING PERSON OO | ||
6 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
| CUSIP #77664L207 | Page 8 of 13 |
| 1 | NAME OF REPORTING PERSONS Chris Olsen (“Olsen”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 1,443,376 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, all of which is directly owned by DC I Investment. Olsen, the managing director of DC I Investment, may be deemed to have sole power to vote these shares. | |
| 6 | SHARED
VOTING POWER. 168,444 shares, of which 112,469 shares are directly owned by DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 shares are directly owned by DCOIF I. Olsen is a member of DC, which is the manager of DCOF I GP, which is the general partner of DCOF I, DCOF I TE and DCOIF I. Olsen may be deemed to have sole power to vote these shares. | ||
| 7 | SOLE DISPOSITIVE POWER 1,443,376 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock that can be converted at any time, all of which is directly owned by DC I Investment. Olsen, the managing director of DC I Investment, may be deemed to have sole power to dispose of these shares. | ||
| 8 | SHARED
DISPOSITIVE POWER. 168,444 shares, of which 112,469 shares are directly owned by DCOF I, 54,382 shares are directly owned by DCOF I TE and 1,593 shares are directly owned by DCOIF I. Olsen is a member of the investment committee of DCOF I GP, which is the general partner of DCOF I, DCOF I TE and DCOIF I. Olsen may be deemed to have sole power to dispose of these shares. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,611,820 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.6% 7 | ||
| 12 | TYPE OF REPORTING PERSON IN | ||
7 Based on 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, plus the number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person.
| CUSIP #77664L207 | Page 9 of 13 |
| ITEM 1(A). | NAME OF ISSUER |
Root, Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
80 E. Rich Street, Suite 500 |
Columbus, Ohio 43215
| ITEM 2(A). | NAME OF PERSONS FILING
This Schedule is filed by Drive Capital Overdrive Fund I, L.P. (“DCOF I”), a Delaware limited partnership, Drive Capital Overdrive Fund I (TE), L.P. (“DCOF I TE”), a Delaware limited partnership, Drive Capital Overdrive Ignition Fund I, L.P. (“DCOIF I”), a Delaware limited partnership, Drive Capital Overdrive Fund I (GP), LLC (“DCOF I GP”), a Delaware limited liability company, Drive Capital, LLC (“DC”), an Ohio limited liability company, DC I Investment LLC (“DC I Investment”), a Delaware limited liability company, and Chris Olsen (“Olsen”), an individual. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
629 N. High Street, 6th Floor
Columbus, Ohio 43215
| ITEM 2(C). | CITIZENSHIP
See Row 4 of cover page for each Reporting Person. |
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES Class A Common Stock |
| ITEM 2(D) | CUSIP NUMBER
77664L207 |
| ITEM 3. | If this statement is filed
pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable. |
| CUSIP #77664L207 | Page 10 of 13 |
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of December 31, 2023:
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances set forth in the limited partnership agreements of DCOF I, DCOF I TE and DCOIF I and the limited liability company agreements of DCOF I GP and DC I Investment, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not applicable |
| ITEM 10. | CERTIFICATION. Not applicable. |
| CUSIP #77664L207 | Page 11 of 13 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| DRIVE CAPITAL OVERDRIVE FUND I, L.P. | ||
| By: | DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC | |
| Its: | General Partner | |
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Managing Member | |
| DRIVE CAPITAL OVERDRIVE FUND I (TE), L.P. | ||
| By: | DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC | |
| Its: | General Partner | |
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Managing Member | |
| DRIVE CAPITAL OVERDRIVE IGNITION FUND I, L.P. | ||
| By: | DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC | |
| Its: | General Partner | |
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Managing Member | |
| DRIVE CAPITAL OVERDRIVE FUND I (GP), LLC | ||
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Managing Member | |
| DRIVE CAPITAL, LLC | ||
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Manager | |
| DC I INVESTMENT, LLC | ||
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| Title: | Managing Director | |
| CHRIS OLSEN | ||
| By: | /s/ Chris Olsen | |
| Name: | Chris Olsen | |
| CUSIP #77664L207 | Page 12 of 13 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 13 |
| CUSIP #77664L207 | Page 13 of 13 |
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of the Issuer shall be filed on behalf of each of the undersigned. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.