Turner Brenton R. - Sep 29, 2021 Form 4 Insider Report for ROVER GROUP, INC. (ROVR)

Role
Chief Operating Officer
Signature
/s/ Melissa Weiland, attorney-in-fact on behalf of Brenton R. Turner
Stock symbol
ROVR
Transactions as of
Sep 29, 2021
Transactions value $
$0
Form type
4
Date filed
10/1/2021, 09:39 PM
Previous filing
Aug 9, 2021
Next filing
Nov 4, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROVR Class A. Common Stock Award $0 +43.9K +14.09% $0.00 355K Sep 29, 2021 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 29, 2021, Mr. Turner became entitled to receive 43,878 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").
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 Mr. Turner, 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. Mr. Turner's right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger.