X0508 4 2024-02-26 true 0001826018 ROVER GROUP, INC. ROVR 0001389534 Gottesman Greg C/O ROVER GROUP, INC. 720 OLIVE WAY, 19TH FLOOR SEATTLE WA 98101 false false false true Former Director false Class A Common Stock 2024-02-26 4 A false 878.00 0.00 A 102042.00 D Class A Common Stock 2024-02-27 4 M false 41417.00 A 143459.00 D Class A Common Stock 2024-02-27 4 D false 143459.00 11.00 D 0.00 D Restricted Stock Units 2024-02-27 4 M false 41417.00 0.00 D Class A Common Stock 41417.00 0.00 D On February 26, 2024 and immediately prior to the closing of the Merger (as defined below), the reporting person became entitled to receive these shares 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 reporting person, 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. The reporting person'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. 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. RSUs convert into Class A Common Stock on a one-for-one basis. 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 Gottesman Greg 2024-02-28