Initial Statement of Beneficial Ownership (3)
August 09 2021 - 5:52PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Knox Tracy |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/30/2021
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3. Issuer Name and Ticker or Trading Symbol
ROVER GROUP, INC. [ROVR]
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(Last)
(First)
(Middle)
C/O ROVER GROUP, INC., 720 OLIVE WAY, 19TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Financial Officer / |
(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
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
No securities are beneficially owned | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | (1) | 11/7/2027 | Class A Common Stock | 222327 (2) | $1.80 | D | |
Stock Option (right to buy) | (1) | 11/7/2027 | Class A Common Stock | 371957 (2) | $1.80 | D | |
Stock Option (right to buy) | (3) | 2/23/2028 | Class A Common Stock | 263089 (2) | $1.80 | D | |
Stock Option (right to buy) | (4) | 4/25/2029 | Class A Common Stock | 402986 (2) | $1.99 | D | |
Stock Option (right to buy) | (5) | 6/26/2030 | Class A Common Stock | 258122 (2) | $1.99 | D | |
Explanation of Responses: |
(1) | 25% of the shares subject to the option vested on October 17, 2017, and 1/48th vests monthly thereafter. |
(2) | 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 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 (the "Merger"). At the effective time of the Merger (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. |
(3) | 7/48ths of the shares subject to the option vest on October 17, 2018 and 1/48th vests monthly thereafter on the 15th day of the month. |
(4) | This option was originally granted on April 25, 2019 and repriced on July 13, 2020. 1/48 of the total number of shares vested on May 1, 2019 and 1/48th vests monthly thereafter. |
(5) | 1/48 of the total number of shares vested monthly on April 1, 2020, and 1/48th vests monthly thereafter. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Knox Tracy C/O ROVER GROUP, INC. 720 OLIVE WAY, 19TH FLOOR SEATTLE, WA 98101 |
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| Chief Financial Officer |
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Signatures
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/s/ Tracy Knox | | 8/9/2021 |
**Signature of Reporting Person | Date |
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