SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GANESAN VENKY

(Last)

(First)

(Middle)

524 2ND STREET

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROVER GROUP, INC. [ ROVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/23/2021		S⁽¹⁾		140,691	D	$10	5,455,836	I	By Menlo Special Opportunities Fund, L.P.⁽²⁾
Class A Common Stock	11/23/2021		S⁽¹⁾		285,901	D	$10	11,086,863	I	By Menlo Ventures XI, L.P.⁽³⁾
Class A Common Stock	11/23/2021		S⁽¹⁾		11,118	D	$10	431,156	I	By MMEF XI, L.P.⁽⁴⁾
Class A Common Stock	11/23/2021		S⁽¹⁾		2,290	D	$10	88,711	I	By MMSOP, L.P.⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This filing relates to the sale of shares pursuant to the closing of a previously announced registered secondary offering.

2. Shares are held by Menlo Special Opportunities Fund, L.P. MSOP GP, L.L.C. is the general partner of Menlo Special Opportunities Fund, L.P. The Reporting Person is a managing member of MSOP GP, L.L.C. and may be deemed to beneficially own the shares held by Menlo Special Opportunities Fund, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Shares are held by Menlo Ventures XI, L.P. MV Management XI, L.L.C. is the general partner of Menlo Ventures XI, L.P. The Reporting Person is a managing member of MV Management XI, L.L.C. and may be deemed to beneficially own the shares held by Menlo Ventures XI, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Shares are held by MMEF XI, L.P. MV Management XI, L.L.C. is the general partner of MMEF XI, L.P. The Reporting Person is a managing member of MV Management XI, L.L.C. and may be deemed to beneficially own the shares held by MMEF XI, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Shares are held by MMSOP, L.P. MSOP GP, L.L.C. is the general partner of MMSOP, L.P. The Reporting Person is a managing member of MSOP GP, L.L.C. and may be deemed to beneficially own the shares held by MMSOP, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Melissa Weiland, attorney in fact on behalf of GANESAN VENKY	11/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.