Jamie Cohen - 27 Feb 2024 Form 4 Insider Report for ROVER GROUP, INC.

Reporting relationship: Former Director
Issuer ticker: N/A
Reported as of: 27 Feb 2024
Net transaction value: -$991,276
SEC form: 4
Accepted by SEC: 28 Feb 2024, 17:26:44 UTC
Prior SEC filing: 15 Nov 2023
Source filing: View source filing
Reporting owner signature: /s/ Melissa Weiland, attorney in fact on behalf of Jamie Cohen

Key filing fact

Jamie Cohen filed Form 4 for ROVER GROUP, INC. on 28 Feb 2024.

Key facts

This page summarizes Jamie Cohen's Form 4 filing for ROVER GROUP, INC..
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 28 Feb 2024, 17:26.

Change

Previous filing in this sequence was filed on 15 Nov 2023.
Current net transaction value: -$991,276.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ROVR transaction

Class A Common Stock

Options Exercise

Transaction value
Shares: +66,550
Change %: +282%
Price
Shares after: 90,116
Date: 27 Feb 2024
Ownership: Direct
Footnotes: F1, F2

ROVR transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $991,276
Shares: -90,116
Change %: -100%
Price: $11.00
Shares after: 0
Date: 27 Feb 2024
Ownership: Direct
Footnotes: F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ROVR transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value: $0
Shares: -66,550
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 27 Feb 2024
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 66,550
Exercise price
Footnotes: F1, F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jamie Cohen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

Pursuant to the terms of the Rover Group, Inc. 2021 Equity Incentive Plan and Rover Group, Inc. Outside Director Compensation Policy, in the event of a "Change in Control" (as defined in the plan and includes the closing of the Merger (as defined below)), all outstanding restricted stock units ("RSUs") held by the reporting person vested immediately prior to the closing of the Merger and the reporting person is entitled to receive the $11.00 per share Merger consideration for such vested RSUs.

Footnote F2

RSUs convert into Rover Group, Inc. Class A common stock on a one-for-one basis.

Footnote F3

Pursuant to that certain Agreement and Plan of Merger, dated as of November 29, 2023, by and among Rover Group, Inc., Biscuit Parent, LLC ("Parent"), and Biscuit Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into Rover Group, Inc. (the "Merger"), with Rover Group, Inc. surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Rover Group Inc.'s Class A common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $11.00 per share in cash, without interest and subject to any applicable tax withholdings.