Sec Form 13G Filing - Scale Venture Partners V L.P. filing for Root Inc. (ROOT) - 2021-02-10

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 the disclosures provided in a prior cover page.

  Name of Reporting Persons

  I.R.S. Identification No(s). of above person(s) (entities only)

  Scale Venture Partners V, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  6,051,679 (1)

  Shared Voting Power

  0

  Sole Dispositive Power

  6,051,679 (1)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,051,679 (1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Repre sented by Amount in Row (9)

  9.24% (2)

  Type of Reporting Person (See Instructions)

  PN

Represents shares of Class B Common Stock held on December 31, 2020 by Scale Venture Partners V, LP (“SVP V”). Scale Venture Management V, LLC (“SVM V”) is the general partner of Scale Venture Management V, LP (“SVM LP”), the general partner of SVP V. SVM V is the ultimate general partner of SVP V and has sole voting and dispositive power with respect to the shares held by SVP V. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.

This percentage set forth on the cover sheets is calculated based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.

  Name of Reporting Persons

  I.R.S. Identification No(s). of above person(s) (entities only)

  Scale Venture Management V, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  6,051,679 (1)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  6,051,679 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,051,679 (1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.24% (2)

  Type of Reporting Person (See Instructions)

  PN

Represents shares of Class B Common Stock held on December 31, 2020 by Scale Venture Partners V, LP (“SVP V”). Scale Venture Management V, LLC (“SVM V”) is the general partner of Scale Venture Management V, LP (“SVM LP”), the general partner of SVP V. SVM V is the ultimate general partner of SVP V and has sole voting and dispositive power with respect to the shares held by SVP V. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.

This percentage set forth on the cover sheets is calculated based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.

  Name of Reporting Persons

  I.R.S. Identification No(s). of above person(s) (entities only)

  Scale Venture Management V LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  California

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person
With:

  Sole Voting Power

  6,051,679 (1)

  Shared Voting Power

  0

  Sole Dispositive Power

  6,051,679 (1)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,051,679 (1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.24% (2)

  Type of Reporting Person (See Instructions)

  CO

Represents shares of Class B Common Stock held on December 31, 2020 by Scale Venture Partners V, LP (“SVP V”). Scale Venture Management V, LLC (“SVM V”) is the general partner of Scale Venture Management V, LP (“SVM LP”), the general partner of SVP V. SVM V is the ultimate general partner of SVP V and has sole voting and dispositive power with respect to the shares held by SVP V. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.

This percentage set forth on the cover sheets is calculated based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.

  Name of Reporting Persons

  I.R.S. Identification No(s). of above person(s) (entities only)

  Rory O’Driscoll

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  US

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person
With:

  Sole Voting Power

  0

  Shared Voting Power

  6,051,679 (3)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  6,051,679 (3)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,051,679 (3)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.24% (2)

  Type of Reporting Person (See Instructions)

  IN

This percentage set forth on the cover sheets is calculated based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.

Represents shares of Class B Common Stock held on December 31, 2020 by Scale Venture Partners V, LP (“SVP V”). Scale Venture Management V, LLC (“SVM V”) is the general partner of Scale Venture Management V, LP (“SVM LP”), the general partner of SVP V. SVM V is the ultimate general partner of SVP V and has sole voting and dispositive power with respect to the shares held by SVP V. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person is a manager of SVM V and shares voting and dispositive power over the shares held by SVP V with the other managers of SVM V. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein.

  Name of Reporting Persons

  I.R.S. Identification No(s). of above person(s) (entities only)

  Stacey Bishop

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  US

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  6,051,679 (3)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  6,051,679 (3)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,051,679 (3)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.24% (2)

  Type of Reporting Person (See Instructions)

  IN

This percentage set forth on the cover sheets is calculated based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.

Represents shares of Class B Common Stock held on December 31, 2020 by Scale Venture Partners V, LP (“SVP V”). Scale Venture Management V, LLC (“SVM V”) is the general partner of Scale Venture Management V, LP (“SVM LP”), the general partner of SVP V. SVM V is the ultimate general partner of SVP V and has sole voting and dispositive power with respect to the shares held by SVP V. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person is a manager of SVM V and shares voting and dispositive power over the shares held by SVP V with the other managers of SVM V. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein.

  Name of Reporting Persons

  I.R.S. Identification No(s). of above person(s) (entities only)

  Andrew Vitus

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  US

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  6,051,679 (3)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  6,051,679 (3)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,051,679 (3)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.24% (2)

  Type of Reporting Person (See Instructions)

  IN

This percentage set forth on the cover sheets is calculated based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.

Represents shares of Class B Common Stock held on December 31, 2020 by Scale Venture Partners V, LP (“SVP V”). Scale Venture Management V, LLC (“SVM V”) is the general partner of Scale Venture Management V, LP (“SVM LP”), the general partner of SVP V. SVM V is the ultimate general partner of SVP V and has sole voting and dispositive power with respect to the shares held by SVP V. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person is a manager of SVM V and shares voting and dispositive power over the shares held by SVP V with the other managers of SVM V. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein.

  Name of Reporting Persons

  I.R.S. Identification No(s). of above person(s) (entities only)

  Ariel Tseitlin

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  US

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  6,051,679 (3)

  Sole Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,051,679 (3)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.24% (2)

  Type of Reporting Person (See Instructions)

  IN

This percentage set forth on the cover sheets is calculated based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.

Represents shares of Class B Common Stock held on December 31, 2020 by Scale Venture Partners V, LP (“SVP V”). Scale Venture Management V, LLC (“SVM V”) is the general partner of Scale Venture Management V, LP (“SVM LP”), the general partner of SVP V. SVM V is the ultimate general partner of SVP V and has sole voting and dispositive power with respect to the shares held by SVP V. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person is a manager of SVM V and shares voting and dispositive power over the shares held by SVP V with the other managers of SVM V. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership

Amount Beneficially Owned:

Scale Venture Partners V, LP

Scale Venture Management V, LLC

Scale Venture Management V, LP

Rory O’Driscoll

Stacey Bishop

Andrew Vitus

Ariel Tseitlin

Percent of Class:

Scale Venture Partners V, LP

Scale Venture Management V, LLC

Scale Venture Management V, LP

Rory O’Driscoll

Stacey Bishop

Andrew Vitus

Ariel Tseitlin

Number of shares as to which the person has:

Sole power to vote or to direct the vote:

Scale Venture Partners V, LP

Scale Venture Management V, LLC

Shared power to vote or to direct the vote:

Scale Venture Management V, LP

Rory O’Driscoll

Stacey Bishop

Andrew Vitus

Ariel Tseitlin

Sole power to dispose or to direct the disposition of:

Scale Venture Partners V, LP

Scale Venture Management V, LLC

Shared power to dispose or to direct the disposition of:

Scale Venture Management V, LP

Rory O’Driscoll

Stacey Bishop

Andrew Vitus

Ariel Tseitllin

This percentage set forth on the cover sheets is calculated based upon 59,443,588 shares of Class A Common Stock reported to be outstanding as of November 24, 2020 as set forth in the Issuer’s Form 10-Q for period ended September 30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on December 2, 2020. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock.

Represents shares of Class B Common Stock held on December 31, 2020 by Scale Venture Partners V, LP (“SVP V”). Scale Venture Management V, LLC (“SVM V”) is the general partner of Scale Venture Management V, LP (“SVM LP”), the general partner of SVP V. SVM V is the ultimate general partner of SVP V and has sole voting and dispositive power with respect to the shares held by SVP V. Each share of Class B common stock is convertible at any time at the option of the holder into one share of

Ownership of 5 Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification

/s/ Rory O’Driscoll

/s/ Rory O’Driscoll

/s/ Rory O’Driscoll

/s/ Rory O’Driscoll

/s/ Stacey Bishop

/s/ Andrew Vitus

/s/ Ariel Tseitlin

Joint Filing Agreement