Greene James H JR Form 4 ROVER / ADAM CLAMMER ownership change

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

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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^*

Nebula Caravel Holdings LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER,

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

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

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2022

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/06/2022		M(1)		2,574,164	A	(1)	16,373,290	I	See footnote(2)
Class A Common Stock	01/06/2022		D(1)		1,915,693(3)	D	(1)	14,457,597(3)	I	See footnote(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Placement Warrants	(1)	01/06/2022		M(1)			2,574,164	12/11/2021	(1)	Class A Common Stock	2,574,164	$0.00	0.00	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Nebula Caravel Holdings LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER,

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

True Wind Capital II, L.P.

(Last) (First) (Middle)

C/O NEBULA CARAVEL ACQUISITION CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

True Wind Capital II-A, L.P.

(Last) (First) (Middle)

C/O NEBULA CARAVEL ACQUISITION CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

True Wind Capital GP II, LLC

(Last) (First) (Middle)

C/O NEBULA CARAVEL ACQUISITION CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CLAMMER ADAM

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GREENE JAMES H JR

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable.

2. Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

3. Represents shares of Class A common stock deemed withheld by the Issuer from Nebula Caravel Holdings, LLC in connection with the make-whole exercise on a cashless basis pursuant to the Warrant Agreement.

Remarks:

	/s/ Adam H. Clammer, as managing member ("MM") of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., MMs of Nebula Caravel Holdings, LLC	02/03/2022
	/s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.	02/03/2022
	/s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II-A, L.P.	02/03/2022
	/s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC	02/03/2022
	/s/ Adam H. Clammer	02/03/2022
	/s/ James H. Greene, Jr.	02/03/2022
	** Signature of Reporting Person	Date
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