Form 4 - Statement of changes in beneficial ownership of securities

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^*

EASTERLY AARON

(Last)

(First)

(Middle)

C/O ROVER GROUP, INC.

720 OLIVE WAY, 19TH FLOOR

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROVER GROUP, INC. [ ROVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/26/2024		A⁽¹⁾⁽²⁾⁽³⁾		49,073	A	$0.00⁽¹⁾⁽²⁾⁽³⁾	3,442,703	D
Class A Common Stock	02/27/2024		J⁽⁴⁾⁽⁵⁾		861,127	D	⁽⁵⁾	2,581,576	D
Class A Common Stock	02/27/2024		D⁽⁴⁾		2,581,576	D	$11	0.00	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁶⁾	02/27/2024		D⁽⁷⁾			1,718,936	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,718,936	⁽⁷⁾	0.00	D
Stock Option (right to buy)	$1.04	02/27/2024		D⁽⁸⁾			648,310	⁽⁸⁾	12/20/2026	Class A Common Stock	648,310	⁽⁸⁾	0.00	D
Stock Option (right to buy)	$1.99	02/27/2024		D⁽⁸⁾			1,162,257	⁽⁸⁾	04/25/2029	Class A Common Stock	1,162,257	⁽⁸⁾	0.00	D
Stock Options (Right to buy)	$1.8	02/27/2024		D⁽⁸⁾			889,899	⁽⁸⁾	02/23/2028	Class A Common Stock	889,899	⁽⁸⁾	0.00	D
Stock Option (right to buy)	$1.99	02/27/2024		D⁽⁹⁾⁽¹⁰⁾			1,225,528	⁽⁹⁾⁽¹⁰⁾	06/26/2030	Class A Common Stock	1,225,528	⁽⁹⁾⁽¹⁰⁾	0.00	D

Explanation of Responses:

1. On February 26, 2024 and immediately prior to the closing of the Merger (as defined below), the reporting person became entitled to receive these shares of Rover Group, Inc. Class A common stock, par value $0.0001 per share ("Class A Common Stock"), pursuant to an "earn-out" provision of the Business Combination Agreement, dated as of February 10, 2021 (the "Business Combination Agreement"), by and among Nebula Caravel Acquisition Corp. (n/k/a Rover Group, Inc.) ("Caravel"), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Caravel ("Fetch Merger Sub"), and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover"). The merger between Fetch Merger Sub and Legacy Rover is referred to as the "de-SPAC Merger."

2. Section 3.7 of the Business Combination Agreement provided that Legacy Rover stockholders would receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over 20 trading days within any 30 trading day period during the Earnout Period (as defined in the Business Combination Agreement) was greater than or equal to $16.00. However, upon the occurrence of a "Change of Control" (as defined in the Business Combination Agreement) of Rover Group, Inc., all remaining earnout milestones set forth in the Business Combination Agreement would be deemed to have occurred. The Merger constitutes a Change of Control for purposes of the Business Combination Agreement and, as a result, Legacy Rover's former stockholders, including the reporting person, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement immediately prior to the closing of the Merger.

3. The number of shares issuable pursuant to the earn-out right was determined on February 26, 2024 pursuant to a formula set forth in the Business Combination Agreement. Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0183 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the de-SPAC Merger. The reporting person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on July 30, 2021, the effective date of the de-SPAC Merger.

4. Pursuant to that certain Agreement and Plan of Merger, dated as of November 29, 2023 (the "Merger Agreement"), by and among Rover Group, Inc., Biscuit Parent, LLC ("Parent"), and Biscuit Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into Rover Group, Inc. (the "Merger"), with Rover Group, Inc. surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $11.00 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholdings.

5. Pursuant to the Contribution and Exchange Agreement, dated as of February 27, 2024 (the "Exchange Agreement"), by and between Biscuit Topco, L.P., Biscuit Holdco, LLC ("Holdco"), Biscuit Management Aggregator, LLC, and the reporting person, immediately prior to the closing of the Merger (the "Closing") the reporting person contributed these shares of Class A Common Stock at a value of $11.00 per share of Class A Common Stock to Holdco in exchange for a number of limited liability company interests in Holdco of equivalent value in accordance with the Exchange Agreement.

6. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis.

7. Pursuant to the Merger Agreement, at the Effective Time, each unvested RSU was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to such unvested RSU, multiplied by (b) the Merger Consideration, subject to any required tax withholdings ("Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled unvested RSU, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.

8. Pursuant to the Merger Agreement, at the Effective Time, this vested stock option ("Vested Option") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option, multiplied by (b) the excess, if any, of the Merger Consideration over such Vested Option's applicable per share exercise price, subject to any required tax withholdings.

9. Pursuant to the Merger Agreement, at the Effective Time, (1) the vested portion of this stock option ("Vested Option Portion") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Vested Option Portion's applicable per share exercise price, subject to any required tax withholdings, and (2) the unvested portion of this stock option ("Unvested Option Portion") was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the Unvested Option Portion, multplied by (b) the excess, if any, of the Merger Consideration over such Unvested Option Portion's per share exercise price, subject to any required tax withholdings (the "Cash Replacement Option Amounts"),

10. (continued from previous footnote) which Cash Replacement Option Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled Unvested Option Portion, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.

Remarks:

	/s/ Melissa Weiland, attorney in fact on behalf of EASTERLY AARON	02/28/2024
	** 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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