MV Management XI, L.L.C. - Sep 29, 2021 Form 3 Insider Report for ROVER GROUP, INC. (ROVR)

Role: 10%+ Owner
Signature: MV Management XI, L.L.C., By /s/ Venky Ganesan, Managing Member
Stock symbol: ROVR
Transactions as of: Sep 29, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/12/2021, 05:45 PM
Previous filing: Aug 6, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ROVR	Class A Common Stock						11.4M	Sep 29, 2021	By Menlo Ventures XI, L.P.	F1, F2
holding	ROVR	Class A Common Stock						442K	Sep 29, 2021	By MMEF XI, L.P	F1, F3
holding	ROVR	Class A Common Stock						5.6M	Sep 29, 2021	By Menlo Special Opportunities Fund, L.P.	F1, F4
holding	ROVR	Class A Common Stock						91K	Sep 29, 2021	By MMSOP, L.P.	F1, F5

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

Explanation of Responses:

Id	Content
F1	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"), Legacy Rover stockholders, including Menlo Ventures XI, L.P. ("Menlo XI"), MMEF XI, L.P. ("MMEF XI"), Menlo Special Opportunities Fund, L.P. ("MSOP"), and MMSOP, L.P. ("MMSOP") are entitled to 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) is greater than or equal to $16.00.
F2	Shares are held by Menlo XI. MV Management XI, L.L.C. ("MVM XI") is the general partner of Menlo XI and may be deemed to beneficially own the shares held by Menlo XI. MVM XI disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
F3	Shares are held by MMEF XI. MVM XI is the general partner of MMEF XI and may be deemed to beneficially own the shares held by MMEF XI. MVM XI disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
F4	Shares are held by MSOP. MSOP GP, L.L.C. ("MSOP GP") is the general partner of MSOP and may be deemed to beneficially own the shares held by MSOP. MSOP GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
F5	Shares are held by MMSOP. MSOP GP is the general partner of MMSOP and may be deemed to beneficially own the shares held by MMSOP. MSOP GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.