Key facts
- This page summarizes Aaron Easterly's Form 4 filing for ROVER GROUP, INC..
- 1 reported transaction and 0 derivative rows are listed below.
- Accepted by SEC: 01 Oct 2021, 21:35.
Aaron Easterly - 29 Sep 2021 Form 4 Insider Report for ROVER GROUP, INC.
- Reporting relationship
- CHIEF EXECUTIVE OFFICER, Director
- Issuer ticker
- N/A
- Reported as of
- 29 Sep 2021
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 01 Oct 2021, 21:35:31 UTC
- Prior SEC filing
- 09 Aug 2021
- Next SEC filing
- 04 Nov 2021
- Source filing
- View source filing
- Reporting owner signature
- /s/ Melissa Weiland, attorney-in-fact on behalf of Aaron Easterly
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Aaron Easterly filed Form 4 for ROVER GROUP, INC. on 01 Oct 2021.
Change
- Previous filing in this sequence was filed on 09 Aug 2021.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
ROVR
transaction
Class A Common Stock
Award
- Transaction value
- $0
- Shares
- +392,584
- Change %
- +14%
- Price
- $0.000000
- Shares after
- 3,178,384
- Date
- 29 Sep 2021
- Ownership
- Direct
- Footnotes
- F1, F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 3 footnotes
Footnote F1
On September 29, 2021, Mr. Easterly became entitled to receive 392,584 shares 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").
Footnote F2
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 Rovers former stockholders, including Mr. Easterly, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement.
Footnote F3
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's 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. Mr. Easterly's right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger.