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).
1. Name and Address of Reporting Person *
SHAH AJAY

(Last) (First) (Middle)
C/O ROADZEN INC.
111 ANZA BLVD., SUITE 109

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Roadzen Inc. [ RDZN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
X Form filed by One Reporting Person
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
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
Warrants (right to buy) (1) 04/22/2024   J (2)   50,000     (3) 03/28/2031 Ordinary shares 50,000 (2) 50,000 I The securities are held by KSFP. (4)
Explanation of Responses:
1. The exercise price of the warrants is equal to 80% of the lower of (i) the volume-weighted average price ("VWAP") of the ordinary shares of the Issuer over the 60 trading days subsequent to the first loan funding under the Notes (as defined below), (ii) the opening price of the Issuer's ordinary shares in any public offering of straight equity securities of the Issuer occurring within six months after the issue date of the warrants and (iii) the VWAP of the Issuer's ordinary shares over the 60 trading days immediately prior to the Vesting Date (as defined below).
2. Krishnan-Shah Family Partners LP ("KSFP") received the warrants in connection with a loan made by KSFP to the Issuer on March 28, 2024, as evidenced by a senior secured promissory note issued by the Issuer (together with a senior secured promissory note issued by the Issuer to another person on that date, the "Notes").
3. The warrants are exercisable in full on March 28, 2025, or earlier under certain circumstances (as applicable, the "Vesting Date").
4. Ajay B. Shah & Lata K. Shah 1996 Trust LP is the general partner of KSFP (the "General Partner"). The reporting person and his wife, Mrs. Lata K. Shah, are the trustees of the General Partner and have voting and dispositive control over the securities held by KSFP. Accordingly, Mr. Shah and Mrs. Shah may be deemed to beneficially own the securities held by KSFP.
/s/ Bruce Goldberg, Attorney-in-fact 04/23/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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