Form: 4

Statement of changes in beneficial ownership of securities

April 22, 2024

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. Issuer Name and Ticker or Trading Symbol
Ibotta, Inc. [ IBTA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2024
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/22/2024 C 5,762,457 A (1)(2)(3) 5,762,457(4) D
Common Stock 04/22/2024 J(5) 5,762,457 D (5) 0(4) D
Class A Common Stock 04/22/2024 J(5) 5,762,457 A (5) 5,762,457(4) D
Class A Common Stock 04/22/2024 P 568,181 A $88 568,181(6) I See footnote(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 04/22/2024 C 3,520,804 (1) (1) Common Stock 3,520,804 (1) 0 D
Series C Preferred Stock (2) 04/22/2024 C 1,862,545 (2) (2) Common Stock 1,862,545 (2) 0 D
Series C-1 Preferred Stock (3) 04/22/2024 C 379,108 (3) (3) Common Stock 379,108 (3) 0 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 automatically converted 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 had no expiration date.
2. Each share of Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date.
3. Each share of Series C-1 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date.
4. 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.
5. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO.
6. The shares are held by Monaco Partners, L.P. ("Monaco Partners"). The general partner of Monaco Partners is Clark Ventures, which is wholly owned by the JHC Trust. The JHC Trust is an entity controlled by James H. Clark.
/s/ James H. Clark 04/22/2024
** 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 4 (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).

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