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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

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 

3. Issuer Name and Ticker or Trading Symbol

ROVER GROUP, INC. [ROVR]
(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)
(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

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 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)
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

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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MV Management XI, L.L.C.
524 2ND STREET
SAN FRANCISCO, CA 94107

X

MSOP GP, L.L.C.
524 2ND STREET
SAN FRANCISCO, CA 94107

X

Menlo Special Opportunities Fund, L.P.
524 2ND STREET
SAN FRANCISCO, CA 94107

X

Menlo Ventures XI, L.P.
524 2ND STREET
SAN FRANCISCO, CA 94107

X

MMEF XI, L.P.
524 2ND STREET
SAN FRANCISCO, CA 94107

X

MMSOP, L.P.
524 2ND STREET
SAN FRANCISCO, CA 94107

X


Signatures
MV Management XI, L.L.C., By /s/ Venky Ganesan, Managing Member10/12/2021
**Signature of Reporting PersonDate

MSOP GP, L.L.C., By /s/ Venky Ganesan, Managing Member10/12/2021
**Signature of Reporting PersonDate

Menlo Special Opportunities Fund, L.P., By: MSOP GP, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member10/12/2021
**Signature of Reporting PersonDate

Menlo Ventures XI, L.P., By: MV Management XI, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member10/12/2021
**Signature of Reporting PersonDate

MMEF XI, L.P., By: MV Management XI, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member10/12/2021
**Signature of Reporting PersonDate

MMSOP, L.P., By: MSOP GP, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member10/12/2021
**Signature of Reporting PersonDate

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