Nebula Caravel Holdings LLC - Feb 27, 2024 Form 4 Insider Report for ROVER GROUP, INC. (ROVR)

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
Feb 27, 2024
Transactions value $
-$87,775,006
Form type
4
Date filed
2/27/2024, 07:08 PM
Previous 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 Other -6.48M -44.81% 7.98M Feb 27, 2024 See footnote F1, F2
transaction ROVR Class A Common Stock Disposed to Issuer -$87.8M -7.98M -100% $11.00 0 Feb 27, 2024 See footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nebula Caravel Holdings LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger.
F2 Nebula Caravel Holdings, LLC was 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 Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings.

Remarks:

The Form 4 filed with the Securities and Exchange Commission (the "SEC") (SEC Accession No. 0000950170-24-021370) on February 27, 2024 (the "Filing") was inadvertently filed under the wrong Issuer (Techpoint, Inc., CIK number 0001556898). The Filing was submitted in error and should be disregarded to the extent it is not deleted by the SEC.