3: Initial statement of beneficial ownership of securities
Published on April 17, 2024
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/17/2024 |
3. Issuer Name and Ticker or Trading Symbol
Ibotta, Inc. [ IBTA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|---|---|---|---|
| Common stock, par value $0.00001 per share | 647,926(1) | D(2) |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series D Preferred Stock | 07/30/2019 | (3) | Common Stock(1) | 2,075,607(3) | (3) | D(2) | |
| Series D Preferred Stock | 08/29/2019 | (3) | Common Stock(1) | 2,075,607(3) | (3) | D(2) | |
| Convertible Unsecured Subordinated Promissory Note | (4) | 03/24/2027(5) | Class A Common Stock | 1,089,989(5) | 63.8(4) | D(2) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The common stock, par value $0.00001 per share ("Common Stock"), of Ibotta, Inc. (the "Issuer") will automatically be reclassified into shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), of the Issuer on a one-to-one basis in connection with the consummation of the Issuer's initial public offering ("IPO"). |
| 2. Securities are held by KDT Ibotta Holdings, LLC ("KDT Ibotta"). KDT Ibotta is a subsidiary of Koch Disruptive Technologies, LLC ("KDT"), KDT is a subsidiary of Koch Disruptive Technologies Holdings, LLC ("KDT Holdings"), KDT Holdings is a subsidiary of Koch Investments Group, LLC ("KIG"), KIG is a subsidiary of Koch Investments Group Holdings, LLC ("KIG Holdings") and KIG Holdings is a subsidiary of Koch Industries, Inc. ("Koch Industries"). Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT may be deemed to beneficially own the securities of the Issuer held by KDT Ibotta by virtue of Koch Industries' beneficial ownership of KIG Holdings, KIG Holdings' beneficial ownership of KIG, KIG's beneficial ownership of KDT Holdings, KDT Holdings' beneficial ownership of KDT, and KDT's beneficial ownership of KDT Ibotta. Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT disclaims such beneficial ownership except to the extent of their pecuniary interest therein. |
| 3. Each share of Series D redeemable convertible preferred stock par value $0.00001 per share ("Series D Preferred Stock") of the Issuer is convertible into Common Stock at any time at the option of the holder and will automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date. |
| 4. The Convertible Unsecured Subordinated Promissory Note was initially issued on March 24, 2022 and contained various predetermined and automatic adjustment provisions contingent upon the occurrence of specified events. As a result of the IPO pricing, the ultimate conversion price became fixed at $63.80, contingent upon closing of the IPO. |
| 5. The principal amount of the Convertible Unsecured Subordinated Promissory Note (together with accrued interest thereon) will convert concurrently with the closing of the IPO into shares of Class A Common Stock at a conversion price equal to $63.80. The Convertible Unsecured Subordinated Promissory Note has a maturity date of March 24, 2027. The number of shares reported in Column 3 represents the principal amount of $69,450,000 (together with accrued interest thereon) divided by the conversion price. |
| KDT Ibotta Holdings, LLC, /s/ Nicholas Hoffman, Secretary | 04/17/2024 | |
| Koch Industries, Inc., /s/ Raffaele G. Fazio, Assistant Secretary | 04/17/2024 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.