SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Wickers Charles

(Last)

(First)

(Middle)

C/O ROVER GROUP, INC.

720 OLIVE WAY, 19TH FLOOR

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2022

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	11,448	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽²⁾	⁽²⁾	Class A Common Stock	149,528	⁽¹⁾	D
Stock Options (Right to buy)	⁽³⁾	06/29/2028	Class A Common Stock	39,618	$1.99	D
Stock Options (Right to buy)	⁽⁴⁾	04/25/2029	Class A Common Stock	25,364	$1.99	D
Stock Options (Right to buy)	⁽⁵⁾	10/07/2029	Class A Common Stock	24,010	$1.99	D
Stock Options (Right to buy)	⁽⁶⁾	06/26/2030	Class A Common Stock	61,948	$1.99	D
Stock Options (Right to buy)	⁽⁷⁾	08/16/2027	Class A Common Stock	43,850	$1.8	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Rover Group, Inc. Class A common stock.

2. On November 2, 2021, the reporting person was granted 30,000 RSUs. On November 2, 2021, 2/16ths of the RSUs vested. 1/16th of the RSUs shall vest on the first of the month every December, March, June and September thereafter until fully vested. On March 6, 2022, the reporting person was granted 137,497 RSUs. On June 1, 2022, 1/16th of the RSUs vested. 1/16th of the RSUs shall vest on the first of the month every three months thereafter. Vested RSUs that meet all settlement requirements will be settled as soon as practicable after vesting, but no later than 60 days after vesting.

3. The shares subject to the option fully vested on July 1, 2022.

4. 1/48th of the shares subject to the option vested on May 1, 2019 and 1/48th vest monthly thereafter.

5. 1/48th of the shares subject to the option vested on October 1, 2019 and 1/48th vest monthly thereafter.

6. 1/48th of the shares subject to the option vested on April 1, 2020 and 1/48th vest monthly thereafter.

7. The shares subject to the option fully vested on May 22, 2021.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Melissa Weiland, attorney in fact on behalf of Charles Wickers	09/06/2022
	** 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 5 (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.