Nebula Caravel Holdings LLC - Jan 6, 2022 Form 4 Insider Report for ROVER GROUP, INC. (ROVR)

Role: Director, 10%+ Owner
Signature: /s/ Adam H. Clammer, as managing member ("MM") of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., MMs of Nebula Caravel Holdings, LLC
Stock symbol: ROVR
Transactions as of: Jan 6, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/8/2022, 04:11 PM
Previous filing: Aug 3, 2021
Next filing: Feb 27, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROVR	Class A Common Stock	Options Exercise		+2.57M	+18.65%		16.4M	Jan 6, 2022	See footnote	F1, F2
transaction	ROVR	Class A Common Stock	Disposed to Issuer		-1.92M	-11.7%		14.5M	Jan 6, 2022	See footnote	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ROVR	Private Placement Warrants	Options Exercise	$0	-2.57M	-100%	$0.00^*	0	Jan 6, 2022	Class A Common Stock	2.57M		See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable.
F2	Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F3	Represents shares of Class A common stock deemed withheld by the Issuer from Nebula Caravel Holdings, LLC in connection with the make-whole exercise on a cashless basis pursuant to the Warrant Agreement.