Venky Ganesan - Sep 29, 2021 Form 4 Insider Report for ROVER GROUP, INC. (ROVR)

Role: Director
Signature: /s/ Melissa Weiland, attorney-in-fact on behalf of Venky Ganesan
Stock symbol: ROVR
Transactions as of: Sep 29, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/1/2021, 09:36 PM
Previous filing: Aug 9, 2021
Next filing: Nov 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROVR	Class A Common Stock	Award	$0	+1.4M	+14.09%	$0.00	11.4M	Sep 29, 2021	By Menlo Ventures XI, L.P.	F1, F2, F3, F4
transaction	ROVR	Class A Common Stock	Award	$0	+54.6K	+14.09%	$0.00	442K	Sep 29, 2021	By MMEF XI, L.P	F1, F2, F3, F5
transaction	ROVR	Class A Common Stock	Award	$0	+691K	+14.09%	$0.00	5.6M	Sep 29, 2021	By Menlo Special Opportunities Fund, L.P.	F1, F2, F3, F6
transaction	ROVR	Class A Common Stock	Award	$0	+11.2K	+14.09%	$0.00	91K	Sep 29, 2021	By MMSOP, L.P.	F1, F2, F3, F7

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

Explanation of Responses:

Id	Content
F1	On September 29, 2021, Menlo Ventures XI, L.P. ("MVXI"), MMEF XI, L.P. ("MMEF"), Menlo Special Opportunities Fund, L.P. ("MSOF"), and MMSOP, L.P. ("MMSOP") became entitled to receive 1,404,728, 54,628, 691,264 and 91,001 shares, respectively, 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").
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 Rover's former stockholders, including MVXI, MMEF, MSOF and MMSOP, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement.
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 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. Each of MVXI's, MMEF's, MSOF's and MMSOP's right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger.
F4	Shares are held by Menlo Ventures XI, L.P. MV Management XI, L.L.C. is the general partner of Menlo Ventures XI, L.P. The Reporting Person is a managing member of MV Management XI, L.L.C. and may be deemed to beneficially own the shares held by Menlo Ventures XI, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5	Shares are held by MMEF XI, L.P. MV Management XI, L.L.C. is the general partner of MMEF XI, L.P. The Reporting Person is a managing member of MV Management XI, L.L.C. and may be deemed to beneficially own the shares held by MMEF XI, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6	Shares are held by Menlo Special Opportunities Fund, L.P. MSOP GP, L.L.C. is the general partner of Menlo Special Opportunities Fund, L.P. The Reporting Person is a managing member of MSOP GP, L.L.C. and may be deemed to beneficially own the shares held by Menlo Special Opportunities Fund, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7	Shares are held by MMSOP, L.P. MSOP GP, L.L.C. is the general partner of MMSOP, L.P. The Reporting Person is a managing member of MSOP GP, L.L.C. and may be deemed to beneficially own the shares held by MMSOP, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.