Form: 3

Initial statement of beneficial ownership of securities

April 17, 2024

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*
Clark Jermoluk Founders Fund I LLC
(Last) (First) (Middle)
EISNERAMPER ADVISORY GROUP, LLC
505 S. FLAGER DR. SUITE 900
(Street)
WEST PALM BEACH FL 33401
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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
Series B Preferred Stock (1) (1) Common Stock(2) 3,520,804(3) (1) D
Series C Preferred Stock (4) (4) Common Stock(2) 1,862,545(3) (4) D
Series C-1 Preferred Stock (5) (5) Common Stock(2) 379,108(3) (5) D
1. Name and Address of Reporting Person*
Clark Jermoluk Founders Fund I LLC
(Last) (First) (Middle)
EISNERAMPER ADVISORY GROUP, LLC
505 S. FLAGER DR. SUITE 900
(Street)
WEST PALM BEACH FL 33401
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CLARK JAMES H
(Last) (First) (Middle)
EISNERAMPER ADVISORY GROUP, LLC
505 S. FLAGER DR. SUITE 900
(Street)
WEST PALM BEACH FL 33401
(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series B Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO") and has no expiration date.
2. Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO.
3. The shares are held by Clark Jermoluk Founders Fund I LLC, which is 95% owned by the JHC Family 2016 Trust (the "JHC Trust"). The JHC Trust is an entity controlled by James H. Clark.
4. Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.
5. Each share of Series C-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.
/s/ James H. Clark 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.

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