Filing Details

 

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 8 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 Hillhouse Capital Advisors, 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 -0-
	6	SHARED VOTING POWER 4,468,917*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 4,468,917*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,917*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.29% (See Item 2 and 4)* **
12	TYPE OF REPORTING PERSON IA

 

* Consists of (i) 2,600,000 Class A Shares held by funds managed by Hillhouse Capital Advisors, Ltd. ("HCA") and (ii) 1,868,917 Class A Shares issuable upon conversion of 1,868,917 Class B Shares held by funds managed by Hillhouse Capital Management, Ltd. ("HCM"). HCA and HCM are under common control and share certain policies, personnel and resources. The Class B Shares held by funds managed by HCM are subject to a 9.99% beneficial ownership blocker (the "Blocker") and the percentage set forth on row (11) and the number of Class A Shares set forth on rows (6), (8) and (9) give effect to the Blocker and take into account the Class A Shares held by funds managed by AP (as defined below).

 

** AnglePoint Asset Management, Ltd. ("AP") is separately filing a Schedule 13G with respect to the Company.  AP was established by the Reporting Persons and their affiliates, and the firms continue to share certain policies, personnel and resources.  AP and the Reporting Persons 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.

 

 

 

1	NAME OF REPORTING PERSON Hillhouse Capital 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 -0-
	6	SHARED VOTING POWER 4,468,917*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 4,468,917*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,917*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.29% (See Item 2)* **
12	TYPE OF REPORTING PERSON IA

 

* Consists of (i) 2,600,000 Class A Shares held by funds managed by HCA and (ii) 1,868,917 Class A Shares issuable upon conversion of 1,868,917 Class B Shares held by funds managed by HCM. HCA and HCM are under common control and share certain policies, personnel and resources. The Class B Shares held by funds managed by HCM are subject to the Blocker and the percentage set forth on row (11) and the number of Class A Shares set forth on rows (6), (8) and (9) give effect to the Blocker and take into account the Class A Shares held by funds managed by AP.

 

** AP is separately filing a Schedule 13G with respect to the Company.  AP was established by the Reporting Persons and their affiliates, and the firms continue to share certain policies, personnel and resources.  AP and the Reporting Persons 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 Schedule 13G is filed by: (i)  Hillhouse Capital Advisors, Ltd., an exempted Cayman Islands company ("HCA") and (ii) Hillhouse Capital Management, Ltd., an exempted Cayman Islands company ("HCM").  The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons."
	HCA acts as the sole management company of Gaoling Fund, L.P. ("Gaoling") and the sole general partner of YHG Investment, L.P. ("YHG").  HCA is hereby deemed to be the beneficial owner of, and to control the voting and investment power of, the Class A Shares (as defined in Item 2(d) below) held by Gaoling and YHG.  HCM acts as the sole management company of Hillhouse Fund IV ("HFIV").  SUM-XVII Holdings Limited ("SUM XVII") is wholly owned by HFIV.  HCM is hereby deemed to be the beneficial owner of, and to control the voting and investment power of, the Class A Shares issuable upon conversion of the shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Shares") held by SUM XVII.  HCA and HCM are under common control and share certain policies, personnel and resources. Accordingly, each of HCA and HCM reports on this Schedule 13G that it has shared voting and dispositive power of the Class A Shares beneficially owned by each of HCA and HCM.

 

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	The address of the business office of each of the Reporting Persons is Suite 2202, 22nd Floor, Two International Finance Centre, 8 Finance Street, 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 held by funds managed by HCM, subject to the Blocker.
	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
	Each 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

 

HILLHOUSE CAPITAL ADVISORS, LTD.
/s/ Richard A. Hornung
Name:  Richard A. Hornung
Title:    General Counsel and Chief Compliance Officer

 

 

HILLHOUSE CAPITAL MANAGEMENT, LTD.
/s/ Richard A. Hornung
Name:  Richard A. Hornung
Title:    General Counsel and Chief Compliance Officer

 

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: February 16, 2021

 

HILLHOUSE CAPITAL ADVISORS, LTD.
/s/ Richard A. Hornung
Name:  Richard A. Hornung
Title:    General Counsel and Chief Compliance Officer

 

 

HILLHOUSE CAPITAL MANAGEMENT, LTD.
/s/ Richard A. Hornung
Name:  Richard A. Hornung
Title:    General Counsel and Chief Compliance Officer