Nebula Caravel Holdings LLC - Jul 30, 2021 Form 4 Insider Report for ROVER GROUP, INC. (ROVR)

Role: Director, 10%+ Owner
Signature: /s/ Adam H. Clammer, as managing member ("MM") of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., MMs of Nebula Caravel Holdings, LLC
Stock symbol: ROVR
Transactions as of: Jul 30, 2021
Transactions value $: $83,861,246
Form type: 4
Date filed: 8/3/2021, 07:01 PM
Next filing: Feb 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROVR	Class A Common Stock	Conversion of derivative security		+5.8M			5.8M	Jul 30, 2021	See footnote	F1, F2
transaction	ROVR	Class A Common Stock	Award	$80M	+8M	+137.95%	$10.00	13.8M	Jul 30, 2021	See footnote	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ROVR	Class B Common Stock	Disposed to Issuer	$0	-976K	-14.4%	$0.00	5.8M	Jul 30, 2021	Class A Common Stock	976K		See Footnote	F1, F2
transaction	ROVR	Class B Common Stock	Conversion of derivative security	$0	-5.8M	-100%	$0.00^*	0	Jul 30, 2021	Class A Common Stock	5.8M		See Footnote	F1, F2
transaction	ROVR	Private Placement Warrants	Award	$3.86M	+2.57M		$1.50^*	2.57M	Jul 30, 2021	Class A Common Stock	2.57M	$11.50	See Footnote	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.
F2	Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F3	Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering, not including 2,592,503 warrants forfeited to the Issuer in connection with the Business Combination. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business and expire five years after consummation of the Business Combination or earlier upon redemption or liquidation.