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 ^*

Lehrman Thomas D

(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⁾	4,545 ⁽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⁾	67,567	⁽³⁾	D
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock ⁽¹⁾	24,390	⁽⁴⁾	D
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock ⁽¹⁾	172,265	⁽⁵⁾	D
Series C-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽¹⁾	94,781	⁽⁶⁾	D
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock ⁽¹⁾	172,265	⁽⁵⁾	I	See footnote ⁽⁷⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock ⁽¹⁾	172,265	⁽⁵⁾	I	See footnote ⁽⁸⁾
Series C-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽¹⁾	63,187	⁽⁶⁾	I	See footnote ⁽⁸⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock ⁽¹⁾	172,265	⁽⁵⁾	I	See footnote ⁽⁹⁾
Series C-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽¹⁾	94,781	⁽⁶⁾	I	See footnote ⁽⁹⁾

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. 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. 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.

5. 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.

6. 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.

7. The shares are held by Four Ways, LLC, of which the Reporting Person is a member and has voting and investment control.

8. The shares are held by Haystack Partners I LP, of which the Reporting Person is a partner and has voting and investment control.

9. The shares are held by LFP 2, LLC, of which the Reporting Person is a member and has voting and investment control.

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 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).
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.

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ex24-04182024_120446.htm