Brenton R. Turner - 01 Dec 2023 Form 4 Insider Report for ROVER GROUP, INC.

Role
President & COO
Signature
/s/ Melissa Weiland, attorney in fact on behalf of TURNER BRENTON R.
Issuer symbol
N/A
Transactions as of
01 Dec 2023
Net transactions value
-$1,123,534
Form type
4
Filing time
05 Dec 2023, 18:24:43 UTC
Previous filing
01 Dec 2023
Next filing
04 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROVR Class A Common Stock Options Exercise +109,510 +11% 1,150,248 01 Dec 2023 Direct F1
transaction ROVR Class A Common Stock Tax liability $469,294 -43,094 -3.7% $10.89 1,107,154 01 Dec 2023 Direct F2
transaction ROVR Class A Common Stock Sale $327,018 -30,000 -2.7% $10.90 1,077,154 04 Dec 2023 Direct F3, F4
transaction ROVR Class A Common Stock Sale $327,222 -30,000 -2.8% $10.91 1,047,154 05 Dec 2023 Direct F3, F5

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 Restricted Stock Units Options Exercise $0 -109,510 -8.5% $0.000000 1,186,125 01 Dec 2023 Class A Common Stock 109,510 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Restricted stock units ("RSUs") convert into Rover Group, Inc. Class A common stock on a one-for-one basis.
F2 This transaction relates to the withholding of RSUs solely to satisfy any income, employment or tax withholding and remittance obligations in connection with the vesting and settlement of RSUs held by the reporting person.
F3 The reported sale occurred automatically pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on December 15, 2022.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.88 to $10.93, inclusive. The reporting person undertakes to provide to Rover Group, Inc., any security holder of Rover Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.89 to $10.92, inclusive. The reporting person undertakes to provide to Rover Group, Inc., any security holder of Rover Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F6 The reporting person was granted 200,000 RSUs on November 2, 2021, 549,987 RSUs on March 3, 2022, and 1,002,167 RSUs on March 13, 2023. On December 1, 2023, 1/16th of each of these RSU grants vested. For each of these RSU grants, 1/16th of the RSUs shall vest on the first of the month every March, June, September and December until fully vested and subject to continued service through each vesting date. Vested RSUs that meet all settlement requirements will be settled as soon as practicable after vesting, but no later than 60 days after vesting.