Rover Group Inc - Ordinary Shares (ROVR) Form 3 ROVER / Management XI, L.L.C. MV ownership change

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^*

MV Management XI, L.L.C.

(Last) (First) (Middle)

524 2ND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2021

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

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

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

5. 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 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	11,372,764(1)	I	By Menlo Ventures XI, L.P.(2)
Class A Common Stock	442,274(1)	I	By MMEF XI, L.P(3)
Class A Common Stock	5,596,527(1)	I	By Menlo Special Opportunities Fund, L.P.(4)
Class A Common Stock	91,001(1)	I	By MMSOP, L.P.(5)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MV Management XI, L.L.C.

(Last) (First) (Middle)

524 2ND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MSOP GP, L.L.C.

(Last) (First) (Middle)

524 2ND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Menlo Special Opportunities Fund, L.P.

(Last) (First) (Middle)

524 2ND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Menlo Ventures XI, L.P.

(Last) (First) (Middle)

524 2ND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MMEF XI, L.P.

(Last) (First) (Middle)

524 2ND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MMSOP, L.P.

(Last) (First) (Middle)

524 2ND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

Explanation of Responses:

1. 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, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover"), Legacy Rover stockholders, including Menlo Ventures XI, L.P. ("Menlo XI"), MMEF XI, L.P. ("MMEF XI"), Menlo Special Opportunities Fund, L.P. ("MSOP"), and MMSOP, L.P. ("MMSOP") are entitled to receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over twenty trading days within any thirty trading day period during the Earnout Period (as defined in the Business Combination Agreement) is greater than or equal to $16.00.

2. Shares are held by Menlo XI. MV Management XI, L.L.C. ("MVM XI") is the general partner of Menlo XI and may be deemed to beneficially own the shares held by Menlo XI. MVM XI disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

3. Shares are held by MMEF XI. MVM XI is the general partner of MMEF XI and may be deemed to beneficially own the shares held by MMEF XI. MVM XI disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

4. Shares are held by MSOP. MSOP GP, L.L.C. ("MSOP GP") is the general partner of MSOP and may be deemed to beneficially own the shares held by MSOP. MSOP GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

5. Shares are held by MMSOP. MSOP GP is the general partner of MMSOP and may be deemed to beneficially own the shares held by MMSOP. MSOP GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

Remarks:

	MV Management XI, L.L.C., By /s/ Venky Ganesan, Managing Member	10/12/2021
	MSOP GP, L.L.C., By /s/ Venky Ganesan, Managing Member	10/12/2021
	Menlo Special Opportunities Fund, L.P., By: MSOP GP, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member	10/12/2021
	Menlo Ventures XI, L.P., By: MV Management XI, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member	10/12/2021
	MMEF XI, L.P., By: MV Management XI, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member	10/12/2021
	MMSOP, L.P., By: MSOP GP, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member	10/12/2021
	** 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.