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

Role: Director
Signature: /s/ Greg Gottesman
Stock symbol: ROVR
Transactions as of: Jul 30, 2021
Transactions value $: $0
Form type: 3
Date filed: 8/9/2021, 05:44 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						49.9K	Jul 30, 2021	Direct	F1, F2

* 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.

Content

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").

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.