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