Rover Group Inc - Ordinary Shares (ROVR) 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)
07/30/2021

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	07/30/2021		C(1)		5,799,126	A	(1)	5,799,126	I	See footnote(2)
Class A Common Stock	07/30/2021		A		8,000,000	A	$10	13,799,126	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
Class B Common Stock	(1)	07/30/2021		D(1)			975,874	(1)	(1)	Class A Common Stock	975,874	$0.00	5,799,126	I	See Footnote(2)
Class B Common Stock	(1)	07/30/2021		C(1)			5,799,126	(1)	(1)	Class A Common Stock	5,799,126	$0.00	0	I	See Footnote(2)
Private Placement Warrants	$11.5	07/30/2021		A(3)		2,574,164		12/11/2021(3)	07/30/2026	Class A Common Stock	2,574,164	$1.5	2,574,164	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. On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

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 Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering, not including 2,592,503 warrants forfeited to the Issuer in connection with the Business Combination. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business and expire five years after consummation of the Business Combination or earlier upon redemption or liquidation.

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	08/03/2021
	/s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.	08/03/2021
	/s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II-A, L.P.	08/03/2021
	/s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC	08/03/2021
	/s/ Adam H. Clammer	08/03/2021
	/s/ James H. Greene, Jr.	08/03/2021
	** Signature of Reporting Person	Date
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