SEC FORM 4

SEC FORM 4 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).

1. Name and Address of Reporting Person^*

Foundry Group Next, L.P.

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 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	09/29/2021		J⁽¹⁾⁽²⁾⁽³⁾		1,634,122	A	$0.00⁽¹⁾⁽²⁾⁽³⁾	13,229,955	I	See footnote⁽⁴⁾
Class A Common Stock	09/29/2021		J⁽¹⁾⁽²⁾⁽³⁾		869,402	A	$0.00⁽¹⁾⁽²⁾⁽³⁾	7,038,732	I	See footnote⁽⁵⁾

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)

1. Name and Address of Reporting Person^*

Foundry Group Next, L.P.

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FG Next GP, LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FELD BRADLEY A

(Last)

(First)

(Middle)

C/O FOUNDRY GROUP

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Levine Seth

(Last)

(First)

(Middle)

C/O FOUNDRY GROUP

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MCINTYRE RYAN A

(Last)

(First)

(Middle)

C/O FOUNDRY GROUP

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundry Venture Capital 2013, L.P.

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundry Venture 2013, LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 29, 2021, Foundry Venture Capital 2013, L.P. ("2013 LP") and Foundry Group Next, L.P. ("Next LP") became entitled to receive 1,636,135 and 869,402 shares, respectively, 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, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover").

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 twenty trading days within any thirty trading day period during the Earnout Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.00 and (2) $14.00. As Triggering Events I and II (as defined in the Business Combination Agreement) were satisfied as of September 29, 2021, Legacy Rover's former stockholders, including 2013 LP and Next LP, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement.

3. The number of shares issuable pursuant to the earn-out right was determined on September 29, 2021 pursuant to a formula set forth in the Business Combination Agreement. For each Triggering Event, Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0731 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the merger. Each of 2013 LP and Next LP's right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger.

4. Shares are held by 2013 LP. Foundry Venture 2013, LLC ("2013 LLC") is the general partner of 2013 LP and may be deemed to beneficially own the shares held by 2013 LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of 2013 LLC, and may be deemed to share voting and investment power over the shares held by 2013 LP. Each of 2013 LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

5. Shares are held by Next LP. FG Next GP, LLC ("Next LLC") is the general partner of Next LP and may be deemed to beneficially own the shares held by Next LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of Next LLC, and may be deemed to share voting and investment power over the shares held by Next LP. Each of Next LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

Remarks:

	Foundry Group Next, L.P., By: FG Next GP, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member	10/01/2021
	FG Next GP, LLC, By /s/ Bradley A. Feld, Managing Member	10/01/2021
	/s/ Bradley A. Feld	10/01/2021
	/s/ Seth Levine	10/01/2021
	/s/ Ryan A. McIntyre	10/01/2021
	Foundry Venture Capital 2013, L.P., By: Foundry Venture 2013, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member	10/01/2021
	Foundry Venture 2013, LLC, By /s/ Bradley A. Feld, Managing Member	10/01/2021
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Foundry Group Next, L.P.