Form: 3

Initial statement of beneficial ownership of securities

April 17, 2024

Documents

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed 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*
Leach Bryan
(Last) (First) (Middle)
C/O IBOTTA, INC.
1801 CALIFORNIA STREET, SUITE 400
(Street)
DENVER CO 80202
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2024 		3. Issuer Name and Ticker or Trading Symbol
Ibotta, Inc. [ IBTA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO AND PRESIDENT
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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(1) 3,153,048(2) D
Common Stock(1) 405,000 I See footnote(3)
Common Stock(1) 45,000 I See footnote(4)
Common Stock(1) 405,000 I See footnote(5)
Common Stock(1) 45,000 I See footnote(6)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (7) 01/16/2027 Common Stock(1) 212,000 3.99 D
Employee Stock Option (Right to Buy) (7) 01/25/2028 Common Stock(1) 30,000 5.05 D
Employee Stock Option (Right to Buy) (7) 11/13/2028 Common Stock(1) 50,000 5.35 D
Employee Stock Option (Right to Buy) (7) 12/11/2029 Common Stock(1) 50,000 12.75 D
Employee Stock Option (Right to Buy) (8) 12/08/2030 Common Stock(1) 250,000 8.3 D
Employee Stock Option (Right to Buy) (9) 07/15/2031 Common Stock(1) 176,471 22.2 D
Employee Stock Option (Right to Buy) (10) 07/15/2031 Common Stock(1) 176,471 22.2 D
Employee Stock Option (Right to Buy) (11) 02/08/2032 Common Stock(1) 25,000 19.25 D
Employee Stock Option (Right to Buy) (12) 03/07/2033 Common Stock(1) 60,000 10.4 D
Explanation of Responses:
1. Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
2. Certain of these securities are restricted stock units (RSUs) and performance stock units (PSUs). Each RSU and PSU represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and conditions.
3. By Spouse as Trustee for the Elysian 2021 Legacy Trust u/a/d May 11, 2021.
4. By Spouse as Trustee for the the Elysian 2024 GST Trust u/a/d March 20, 2024.
5. By Spouse as Trustee for the the Orion 2021 Legacy Trust u/a/d May 11, 2021.
6. By Spouse as Trustee for the the Orion 2024 GST Trust u/a/d March 20, 2024.
7. All of the shares subject to this option are fully vested and exercisable as of the date hereof.
8. 1/48th of the shares subject to the option vested on January 8, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.
9. 1/48th of the shares subject to the option vested on August 15, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.
10. 1/48th of the shares subject to the option vested on August 15, 2022 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.
11. 1/36th of the shares subject to the option vested on February 3, 2022 and 1/36th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.
12. 1/48th of the shares subject to the option vested on February 16, 2023 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.
Remarks:
Exhibit 24 - Power of Attorney
/s/ David Shapiro, by power of attorney 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.