Rover Group Inc - Ordinary Shares (ROVR) Form 4 ROVER / VENKY GANESAN 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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X

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^*

GANESAN VENKY

(Last) (First) (Middle)

1300 EL CAMINO REAL, SUITE 150

(Street)

MENLO PARK CA 94025

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2024

4. 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 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	02/26/2024		A(1)(2)		175,591	A	$0(1)	5,719,022(3)	I	By Menlo Ventures XI, L.P.(4)
Class A Common Stock	02/26/2024		A(1)(2)		6,828	A	$0(1)	222,404(5)	I	By MMEF XI, L.P.(6)
Class A Common Stock	02/26/2024		A(1)(2)		86,408	A	$0(1)	2,814,326(7)	I	By Menlo Inflection I, L.P.(8)
Class A Common Stock	02/26/2024		A(1)(2)		1,405	A	$0(1)	45,760(9)	I	By MMSOP, L.P.(10)
Class A Common Stock	02/27/2024		D		5,719,022	D	(11)	0	I	By Menlo Ventures XI, L.P.(4)
Class A Common Stock	02/27/2024		D		222,404	D	(11)	0	I	By MMEF XI, L.P.(6)
Class A Common Stock	02/27/2024		D		2,814,326	D	(11)	0	I	By Menlo Special Opportunities Fund, L.P.(8)
Class A Common Stock	02/27/2024		D		45,760	D	(11)	0	I	By MMSOP, L.P.(10)
Class A Common Stock	02/27/2024		D		2,578	D	(11)	0(12)	I	By Trust(13)
Class A Common Stock	02/27/2024		D		862	D	(11)	0(14)	I	By Disani LP(15)
Class A Common Stock	02/27/2024		D		13,512	D	(11)	0(16)	D

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

Explanation of Responses:

1. Pursuant to an "earn-out" provision of the Business Combination Agreement and Plan of Merger, dated February 10, 2021 (the "SPAC Merger 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 Inflection I, L.P., formerly known as Menlo Special Opportunities Fund, L.P., ("MI"), and MMSOP, L.P. ("MMSOP") were entitled to receive shares of Rover's common stock ("SPAC Merger Earnout Shares"), subject to the occurrence of certain triggering events, including the occurrence of a "Change of Control" (as defined in the SPAC Merger Agreement) of Rover.

2. The 2023 Merger (as defined below) constitutes a "Change of Control" for purposes of the SPAC Merger Agreement. Upon consummation of the Merger, all remaining earnout milestones set forth in the SPAC Merger Agreement were deemed to have occurred, and all remaining SPAC Merger Earnout Shares issuable under the SPAC Merger Agreement were issued to the Legacy Rover stockholders, effective as of immediately prior to the consummation of the 2023 Merger at the ratio of 0.0183 SPAC Merger Earnout Share per share of Legacy Rover's common stock held immediately prior to the consummation of the de-SPAC transaction, rounded down to the nearest share, with any fractional shares paid out in cash.

3. The shares held prior to the transactions reported herein reflect the pro rata distributions in kind of shares of common stock by Menlo XI to its general partner, MVM XI, and limited partners for no additional consideration, and the further pro rata distribution in kind by MVM XI, for no additional consideration, to its members. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

4. Shares are held by Menlo XI, L.P. MV Management XI, L.L.C. ("MVM XI") is the general partner of Menlo XI. The Reporting Person is a managing member of MVM XI and may be deemed to beneficially own the shares held by Menlo XI. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. The shares held prior to the transactions reported herein reflect the pro rata distributions in kind of shares of common stock by MMEF XI to its general partner, MVM XI, and limited partners for no additional consideration, and the further pro rata distribution in kind by MVM XI, for no additional consideration, to its members. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

6. Shares are held by MMEF XI. MVM XI is the general partner of MMEF XI. The Reporting Person is a managing member of MVM XI and may be deemed to beneficially own the shares held by MMEF XI. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. The shares held prior to the transactions reported herein reflect the pro rata distributions in kind of shares of common stock by MI to its general partner, MSOP GP, and limited partners for no additional consideration, and the further pro rata distribution in kind by MSOP GP, for no additional consideration, to its members. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

8. Shares are held by MI. MSOP GP, L.L.C. ("MSOP GP") is the general partner of MI. The Reporting Person is a managing member of MSOP GP and may be deemed to beneficially own the shares held by MI. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. The shares held prior to the transactions reported herein reflect the pro rata distributions in kind of shares of common stock by MMSOP to its general partner, MSOP GP, and limited partners for no additional consideration, and the further pro rata distribution in kind by MSOP GP, for no additional consideration, to its members. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

10. Shares are held by MMSOP. MSOP GP is the general partner of MMSOP. The Reporting Person is a managing member of MSOP GP and may be deemed to beneficially own the shares held by MMSOP. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

11. On February 27, 2024 pursuant to the terms of an Agreement and Plan of Merger, dated as of November 29, 2023 (the "2023 Merger Agreement"), by and among the Issuer, Biscuit Parent, LLC ("Parent"), and Biscuit Merger Sub, LLC, ("2023 Merger Sub"), 2023 Merger Sub merged with and into the Issuer (collectively with the other transactions contemplated by the 2023 Merger Agreement, the "2023 Merger"), with the Issuer continuing as the surviving corporation of the 2023 Merger and a wholly-owned subsidiary of Parent. Pursuant to the 2023 Merger Agreement, at the effective time of the 2023 Merger (the "2023 Effective Time"), each issued and outstanding share of the Common Stock was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $11.00, without interest, and subject to applicable tax withholdings.

12. The shares held before the reported transaction reflect the receipt of shares in the distributions in kind described in footnote (9).

13. Shares are held by a family trust, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

14. The shares held before the reported transaction reflect the receipt of shares in the distributions in kind described in footnote (7).

15. Shares are held by Disani LP, of which the Reporting Person is a general partner. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

16. The shares held before the reported transaction reflect the receipt of shares in the distributions in kind described in footnotes (3) and (7).

	/s/ Venky Ganesan	02/28/2024
	** Signature of Reporting Person	Date
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