Initial Statement of Beneficial Ownership (3)
October 12 2021 - 5:46PM
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
*
MV Management XI, L.L.C. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/29/2021
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3. Issuer Name and Ticker or Trading Symbol
ROVER GROUP, INC. [ROVR]
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(Last)
(First)
(Middle)
524 2ND STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
SAN FRANCISCO, CA 94107
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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) |
Class A Common Stock | 11372764 (1) | I | By Menlo Ventures XI, L.P. (2) |
Class A Common Stock | 442274 (1) | I | By MMEF XI, L.P (3) |
Class A Common Stock | 5596527 (1) | I | By Menlo Special Opportunities Fund, L.P. (4) |
Class A Common Stock | 91001 (1) | I | By MMSOP, L.P. (5) |
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 |
Explanation of Responses: |
(1) | 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, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover"), Legacy Rover stockholders, including Menlo Ventures XI, L.P. ("Menlo XI"), MMEF XI, L.P. ("MMEF XI"), Menlo Special Opportunities Fund, L.P. ("MSOP"), and
MMSOP, L.P. ("MMSOP") are entitled to receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over twenty trading days within any thirty trading day period during the Earnout Period (as defined in the Business Combination Agreement) is greater than or equal to $16.00. |
(2) | Shares are held by Menlo XI. MV Management XI, L.L.C. ("MVM XI") is the general partner of Menlo XI and may be deemed to beneficially own the shares held by Menlo XI. MVM XI disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(3) | Shares are held by MMEF XI. MVM XI is the general partner of MMEF XI and may be deemed to beneficially own the shares held by MMEF XI. MVM XI disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(4) | Shares are held by MSOP. MSOP GP, L.L.C. ("MSOP GP") is the general partner of MSOP and may be deemed to beneficially own the shares held by MSOP. MSOP GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(5) | Shares are held by MMSOP. MSOP GP is the general partner of MMSOP and may be deemed to beneficially own the shares held by MMSOP. MSOP GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MV Management XI, L.L.C. 524 2ND STREET SAN FRANCISCO, CA 94107 |
| X |
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MSOP GP, L.L.C. 524 2ND STREET SAN FRANCISCO, CA 94107 |
| X |
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Menlo Special Opportunities Fund, L.P. 524 2ND STREET SAN FRANCISCO, CA 94107 |
| X |
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Menlo Ventures XI, L.P. 524 2ND STREET SAN FRANCISCO, CA 94107 |
| X |
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MMEF XI, L.P. 524 2ND STREET SAN FRANCISCO, CA 94107 |
| X |
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MMSOP, L.P. 524 2ND STREET SAN FRANCISCO, CA 94107 |
| X |
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Signatures
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MV Management XI, L.L.C., By /s/ Venky Ganesan, Managing Member | | 10/12/2021 |
**Signature of Reporting Person | Date |
MSOP GP, L.L.C., By /s/ Venky Ganesan, Managing Member | | 10/12/2021 |
**Signature of Reporting Person | Date |
Menlo Special Opportunities Fund, L.P., By: MSOP GP, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member | | 10/12/2021 |
**Signature of Reporting Person | Date |
Menlo Ventures XI, L.P., By: MV Management XI, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member | | 10/12/2021 |
**Signature of Reporting Person | Date |
MMEF XI, L.P., By: MV Management XI, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member | | 10/12/2021 |
**Signature of Reporting Person | Date |
MMSOP, L.P., By: MSOP GP, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member | | 10/12/2021 |
**Signature of Reporting Person | Date |
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