0001562180-24-001903.txt : 20240228
0001562180-24-001903.hdr.sgml : 20240228
20240228171619
ACCESSION NUMBER: 0001562180-24-001903
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240226
FILED AS OF DATE: 20240228
DATE AS OF CHANGE: 20240228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JACOBSON SCOTT
CENTRAL INDEX KEY: 0001853515
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39774
FILM NUMBER: 24696893
MAIL ADDRESS:
STREET 1: 2101 FOURTH AVENUE
STREET 2: 4TH FLOOR
CITY: SEATTLE
STATE: WA
ZIP: 98121
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ROVER GROUP, INC.
CENTRAL INDEX KEY: 0001826018
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 720 OLIVE WAY, 19TH FLOOR
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: (888) 453-7889
MAIL ADDRESS:
STREET 1: 720 OLIVE WAY, 19TH FLOOR
CITY: SEATTLE
STATE: WA
ZIP: 98101
FORMER COMPANY:
FORMER CONFORMED NAME: Nebula Caravel Acquisition Corp.
DATE OF NAME CHANGE: 20200924
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0508
4
2024-02-26
true
0001826018
ROVER GROUP, INC.
ROVR
0001853515
JACOBSON SCOTT
C/O MADRONA VENTURE GROUP
999 THIRD AVENUE, 34TH FLOOR
SEATTLE
WA
98104
false
false
true
true
Former Director
false
Class A Common Stock
2024-02-26
4
A
false
412550.00
0.00
A
26218772.00
I
By Madrona Venture Fund IV, LP
Class A Common Stock
2024-02-26
4
A
false
10513.00
0.00
A
668207.00
I
By Madrona Venture Fund IV-A, LP
Class A Common Stock
2024-02-27
4
D
false
26218772.00
11.00
D
0.00
I
By Madrona Venture Fund IV, LP
Class A Common Stock
2024-02-27
4
D
false
668207.00
11.00
D
0.00
I
By Madrona Venture Fund IV-A, LP
On February 26, 2024 and immediately prior to the closing of the Merger (as defined below), Madrona Venture Fund IV, L.P. and Madrona Venture Fund IV-A, L.P. (the "Madrona Venture Funds") became entitled to receive 412,550 and 10,513 shares, respectively, of Rover Group, Inc. Class A common stock, par value $0.0001 per share ("Class A Common Stock"), 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 ("Fetch Merger Sub"), and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover"). The merger between Fetch Merger Sub and Legacy Rover is referred to as the "de-SPAC Merger."
Section 3.7 of the Business Combination Agreement provided that Legacy Rover stockholders would receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over 20 trading days within any 30 trading day period during the Earnout Period (as defined in the Business Combination Agreement) was greater than or equal to $16.00. However, upon the occurrence of a "Change of Control" (as defined in the Business Combination Agreement) of Rover Group, Inc., all remaining earnout milestones set forth in the Business Combination Agreement would be deemed to have occurred. The Merger constitutes a Change of Control for purposes of the Business Combination Agreement and, as a result, Legacy Rover's former stockholders, including the Madrona Venture Funds, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement immediately prior to the closing of the Merger.
The number of shares issuable pursuant to the earn-out right was determined on February 26, 2024 pursuant to a formula set forth in the Business Combination Agreement. Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0183 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the de-SPAC Merger. Each of the Madrona Venture Fund's right to receive additional shares pursuant to the earn-out right became fixed and irrevocable on July 30, 2021, the effective date of the de-SPAC Merger.
Shares held directly by Madrona Venture Fund IV, L.P. Madrona Investment Partners IV, L.P., the general partner of Madrona Venture Fund IV, L.P., may be deemed indirectly beneficially owned by the reporting person. The reporting person is a managing director of Madrona IV General Partner, LLC, the general partner of Madrona Investment Partners IV, L.P. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein.
Shares held directly by Madrona Venture Fund IV-A, L.P. Madrona Investment Partners IV, L.P., the general partner of Madrona Venture Fund IV-A, L.P., may be deemed indirectly beneficially owned by the reporting person. The reporting person is a managing director of Madrona IV General Partner, LLC, the general partner of Madrona Investment Partners IV, L.P. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein.
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 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.
/s/ Melissa Weiland, attorney in fact on behalf of JACOBSON SCOTT
2024-02-28