Sec Form 13G Filing - ANGLEPOINT ASSET MANAGEMENT LTD. filing for Root Inc. (ROOT) - 2021-02-16

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.  )*
Root, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
77664L108
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 6 Pages)

 

______________________________

*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.

The information required in 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).

 

 

1	NAME OF REPORTING PERSON AnglePoint Asset Management, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 1,675,107*
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 1,675,107*
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,675,107*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.82%**
12	TYPE OF REPORTING PERSON IA

 

* Consists of (i) 1,656,202 Class A Shares held by funds managed by AnglePoint Asset Management, Ltd. ("AP") and (ii) 18,905 Class A Shares issuable upon conversion of 18,905 Class B Shares held by funds managed by AP. The Class B Shares held by funds managed by AP are subject to a 9.99% beneficial ownership blocker (the "Blocker").

 

** Hillhouse Capital Advisors, Ltd. ("HCA") and Hillhouse Capital Management, Ltd. ("HCM") are separately filing a Schedule 13G with respect to the Company.  AP was established by HCA and HCM and their affiliates, and the firms continue to share certain policies, personnel and resources. AP and each of HCA and HCM do not share beneficial ownership over the securities managed by each of them nor are they part of a "group" for purposes of Section 13(d). However, out of an abundance of caution, they have each determined to aggregate their holdings for purposes of determining if each is required to make filings under Section 13(d) and for purposes of the Blocker.

 

 

Item 1(a).	NAME OF ISSUER
	The name of the issuer is Root, Inc. (the "Company").

 

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
	The Company's principal executive office is located at 80 E. Rich Street, Suite 500, Columbus, Ohio 43215.

 

Item 2(a).

NAME OF PERSON FILING

This statement is filed by AnglePoint Asset Management, Ltd., an exempted Cayman Islands company ("AP" or the "Reporting Person"), with respect to the Class A Shares (as defined in Item 2(d) below) held by InRe Fund L.P. ("InRe") and the Class A Shares issuable upon conversion of the shares of Class B common stock, par value $0.0001 per share of the Issuer (the "Class B Shares") held by ER SUM-XVII Holdings ("ER SUM") which is wholly owned by ENZ Re Fund, L.P. ("ENZ Re", together with InRe, the "AnglePoint Entities").  AP acts as the sole management company of the AnglePoint Entities.  AP is hereby deemed to be the beneficial owner of, and to control the voting and investment power of, the Class A Shares held by InRe and the Class A Shares issuable upon conversion of the Class B Shares held by ER SUM.

 

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	The address of the business office of the Reporting Person is 7F, Low Block, 181 Queens Road, Central, Hong Kong.

 

Item 2(c).	CITIZENSHIP
	Cayman Islands

 

Item 2(d).	TITLE OF CLASS OF SECURITIES
	Class A common stock, par value $0.0001 per share (the "Class A Shares").

 

Item 2(e).	CUSIP NUMBER
	77664L108

 

Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;

 

	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
	If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:__________________

  

Item 4.	OWNERSHIP
	The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 59,443,588 Class A Shares reported to be issued and outstanding as of November 24, 2020, as reported in the Company's Quarterly Report on form 10-Q for the quarterly period ended September 30, 2020 filed with the Securities and Exchange Commission on December 2, 2020 and assumes the conversion of the Class B Shares.
	The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.

 

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
	See Item 2.

 

 

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
	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
	The Reporting Person hereby makes the following certification:
	By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 16, 2021

 

AnglePoint Asset Management, Ltd.
/s/ Cora Su Li Ang
Name: Cora Su Li Ang
Title: Chief Compliance Officer