FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EASTERLY AARON
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/30/2021 

3. Issuer Name and Ticker or Trading Symbol

ROVER GROUP, INC. [ROVR]
(Last)        (First)        (Middle)

C/O ROVER GROUP, INC., 720 OLIVE WAY, 19TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
PRESIDENT /
(Street)

SEATTLE, WA 98101      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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)
Class A Common Stock 2785800 (1)(2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)  (3)12/16/2024 Class A Common Stock 996686 (4)$0.36 D  
Stock Option (right to buy)  (3)12/16/2024 Class A Common Stock 323946 (4)$0.36 D  
Stock Option (right to buy)  (5)12/20/2026 Class A Common Stock 192091 (4)$1.04 D  
Stock Option (right to buy)  (5)12/20/2026 Class A Common Stock 648310 (4)$1.04 D  
Stock Option (right to buy)  (6)12/23/2028 Class A Common Stock 96690 (4)$1.80 D  
Stock Option (right to buy)  (6)12/23/2028 Class A Common Stock 889899 (4)$1.80 D  
Stock Option (right to buy)  (7)6/26/2030 Class A Common Stock 50234 (4)$1.99 D  
Stock Option (right to buy)  (7)6/26/2030 Class A Common Stock 1225528 (4)$1.99 D  
Stock Option (right to buy)  (8)4/25/2029 Class A Common Stock 1162257 (4)$1.99 D  
Stock Option (right to buy)  (8)4/25/2029 Class A Common Stock 46702 (4)$1.99 D  

Explanation of Responses:
(1) Reflects shares of Class A common stock, par value $0.0001, of Rover Group, Inc., f/k/a Nebula Caravel Acquisition Corp. (the "Issuer"), acquired on July 30, 2021, upon the completion of the merger (the "Merger") pursuant to the Business Combination Agreement, dated as of February 10, 2021, by and among the Issuer, Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nebula Caravel Acquisition Corp., and A Place for Rover, Inc., a Delaware corporation ("Rover") (the "Business Combination Agreement").
(2) At the effective time of the Merger (the "Effective Time"), each share of Rover common stock and Rover preferred stock issued and outstanding immediately prior to the Effective Time was converted into the (i) right to receive 1.0379 shares of the Class A common stock of the Issuer, subject to rounding and (ii) the contingent right to receive the Earn Out Shares (as defined in the Business Combination Agreement) in accordance with Section 3.7 of the Business Combination Agreement.
(3) The shares subject to the option fully vested on November 11, 2018.
(4) At the Effective Time, each option was converted into the right to receive 1.2006 shares of the Class A common stock of the Issuer, subject to rounding.
(5) The shares subject to the option fully vested on December 16, 2020.
(6) 1/48th of the total number of shares vested on March 15, 2018 and 1/48 vest monthly thereafter.
(7) 1/48th of the total number of shares vested on April 1, 2020 and 1/48 vest monthly thereafter.
(8) This option was granted on April 25, 2019 and repriced on July 13, 2020. 1/48th of the total number of shares vested on May 1, 2019 and 1/48 vest monthly thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
EASTERLY AARON
C/O ROVER GROUP, INC.
720 OLIVE WAY, 19TH FLOOR
SEATTLE, WA 98101
X
PRESIDENT

Signatures
/s/ Aaron Easterly8/9/2021
**Signature of Reporting PersonDate

Nebula Caravel Acquisition (NASDAQ:NEBC)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Nebula Caravel Acquisition Charts.
Nebula Caravel Acquisition (NASDAQ:NEBC)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Nebula Caravel Acquisition Charts.