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 ^*

SONSINI LARRY W

(Last)

(First)

(Middle)

C/O IBOTTA, INC.

1801 CALIFORNIA STREET, SUITE 400

(Street)

DENVER

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	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)

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⁾	64,545 ⁽²⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series Seed Preferred Stock	⁽³⁾	⁽³⁾	Common Stock ⁽¹⁾	191,270	⁽³⁾	I	See footnote ⁽⁴⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock ⁽¹⁾	24,390	⁽⁵⁾	I	See footnote ⁽⁶⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽¹⁾	6,459	⁽⁷⁾	I	See footnote ⁽⁸⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽¹⁾	2,153	⁽⁷⁾	I	See footnote ⁽⁹⁾
Series C-1 Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock ⁽¹⁾	12,638	⁽¹⁰⁾	I	See footnote ⁽¹¹⁾
Convertible Promissory Note	⁽¹²⁾	⁽¹³⁾	Class A Common Stock ⁽¹⁾	1,569	63.8 ⁽¹²⁾	I	See footnote ⁽¹⁴⁾

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 (the "IPO").

2. Certain of these securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

3. Each share of Series Seed 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.

4. The shares are held by WS Investment Company LLC (2011A), of which the Reporting Person is a member and has voting and investment control.

5. Each share of Series A 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.

6. The shares are held by WS Investment Company, LLC (2013A), of which the Reporting Person is a member and has voting and investment control.

7. 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.

8. The shares are held by WS Investment Company, LLC (2015A), of which the Reporting Person is a member and has voting and investment control.

9. The shares are held by WS Investment Company, LLC (2015C), of which the Reporting Person is a member and has voting and investment control.

10. 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.

11. The shares are held by WS Investment Company, LLC (2017A), of which the Reporting Person is a member and has voting and investment control.

12. The Convertible 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.

13. The principal amount of the Convertible 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 Promissory Note has a maturity date of March 24, 2027. The number of shares reported in Column 3 represents the principal amount (together with accrued interest thereon) divided by the conversion price.

14. The shares are held by WS Investment Company, LLC (22A), of which the Reporting Person is a member and has voting and investment control.

Remarks:

Exhibit 24 - Power of Attorney, by power of attorney

	/s/ David T. 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 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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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ex24-04182024_120416.htm