Easterly Aaron - Jul 30, 2021 Form 3 Insider Report for ROVER GROUP, INC. (ROVR)

Role: PRESIDENT, Director
Signature: /s/ Aaron Easterly
Stock symbol: ROVR
Transactions as of: Jul 30, 2021
Transactions value $: $0
Form type: 3
Date filed: 8/9/2021, 05:39 PM
Next filing: Oct 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ROVR	Class A Common Stock						2.79M	Jul 30, 2021	Direct	F1, 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
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	997K	$0.36	Direct	F3, F4
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	324K	$0.36	Direct	F3, F4
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	192K	$1.04	Direct	F4, F5
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	648K	$1.04	Direct	F4, F5
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	96.7K	$1.80	Direct	F4, F6
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	890K	$1.80	Direct	F4, F6
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	50.2K	$1.99	Direct	F4, F7
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	1.23M	$1.99	Direct	F4, F7
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	1.16M	$1.99	Direct	F4, F8
holding	ROVR	Stock Option (right to buy)							Jul 30, 2021	Class A Common Stock	46.7K	$1.99	Direct	F4, F8

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

Explanation of Responses:

Id	Content
F1	Reflects shares of Class A common stock, par value $0.0001, of Rover Group, Inc., f/k/a Nebula Caravel Acquisition Corp. (the "Issuer"), acquired on July 30, 2021, upon the completion of the merger (the "Merger") pursuant to the Business Combination Agreement, dated as of February 10, 2021, by and among the Issuer, Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nebula Caravel Acquisition Corp., and A Place for Rover, Inc., a Delaware corporation ("Rover") (the "Business Combination Agreement").
F2	At the effective time of the Merger (the "Effective Time"), each share of Rover common stock and Rover preferred stock issued and outstanding immediately prior to the Effective Time was converted into the (i) right to receive 1.0379 shares of the Class A common stock of the Issuer, subject to rounding and (ii) the contingent right to receive the Earn Out Shares (as defined in the Business Combination Agreement) in accordance with Section 3.7 of the Business Combination Agreement.
F3	The shares subject to the option fully vested on November 11, 2018.
F4	At the Effective Time, each option was converted into the right to receive 1.2006 shares of the Class A common stock of the Issuer, subject to rounding.
F5	The shares subject to the option fully vested on December 16, 2020.
F6	1/48th of the total number of shares vested on March 15, 2018 and 1/48 vest monthly thereafter.
F7	1/48th of the total number of shares vested on April 1, 2020 and 1/48 vest monthly thereafter.
F8	This option was granted on April 25, 2019 and repriced on July 13, 2020. 1/48th of the total number of shares vested on May 1, 2019 and 1/48 vest monthly thereafter.