Rover Group Inc - Ordinary Shares (ROVR) Form 4 ROVER / Charles Wickers 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^*

Wickers Charles

(Last) (First) (Middle)

C/O ROVER GROUP, INC.

720 OLIVE WAY, 19TH FLOOR

(Street)

SEATTLE WA 98101

(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
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2024

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	02/27/2024		J(1)(2)		32,874	D	(2)	100,586	D
Class A Common Stock	02/27/2024		D(1)		100,586	D	$11	0.00	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
Restricted Stock Units	(3)	02/27/2024		D(4)			752,111	(4)	(4)	Class A Common Stock	752,111	(4)	0.00	D
Stock Options (Right to buy)	$1.99	02/27/2024		D(5)			4	(5)	04/25/2029	Class A Common Stock	4	(5)	0.00	D
Stock Options (Right to buy)	$1.99	02/27/2024		D(5)			7,000	(5)	10/07/2029	Class A Common Stock	7,000	(5)	0.00	D
Stock Options (Right to buy)	$1.99	02/27/2024		D(6)(7)			14,197	(6)(7)	06/26/2030	Class A Common Stock	14,197	(6)(7)	0.00	D
Stock Options (Right to buy)	$1.8	02/27/2024		D(5)			41,075	(5)	08/16/2027	Class A Common Stock	41,075	(5)	0.00	D

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger, dated as of November 29, 2023 (the "Merger Agreement"), by and among Rover Group, Inc., Biscuit Parent, LLC ("Parent"), and Biscuit Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into Rover Group, Inc. (the "Merger"), with Rover Group, Inc. surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Rover Group Inc.'s Class A common stock, par value $0.0001 per share ("Class A Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $11.00 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholdings.

2. Pursuant to the Contribution and Exchange Agreement, dated as of February 27, 2024 (the "Exchange Agreement"), by and between Biscuit Topco, L.P., Biscuit Holdco, LLC ("Holdco"), Biscuit Management Aggregator, LLC, and the reporting person, immediately prior to the closing of the Merger (the "Closing") the reporting person contributed these shares of Class A Common Stock at a value of $11.00 per share of Class A Common Stock to Holdco in exchange for a number of limited liability company interests in Holdco of equivalent value in accordance with the Exchange Agreement.

3. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis.

4. Pursuant to the Merger Agreement, at the Effective Time, each unvested RSU was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to such unvested RSU, multiplied by (b) the Merger Consideration, subject to any required tax withholdings ("Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled unvested RSU, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.

5. Pursuant to the Merger Agreement, at the Effective Time, this vested stock option ("Vested Option") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option, multplied by (b) the excess, if any, of the Merger Consideration over such Vested Option's applicable per share exercise price, subject to any required tax withholdings.

6. Pursuant to the Merger Agreement, at the Effective Time, (1) the vested portion of this stock option ("Vested Option Portion") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Vested Option Portion's applicable per share exercise price, subject to any required tax withholdings, and (2) the unvested portion of this stock option ("Unvested Option Portion") was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the Unvested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Unvested Option Portion's per share exercise price, subject to any required tax withholdings (the "Cash Replacement Option Amounts"),

7. (continued from previous footnote) which Cash Replacement Option Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled Unvested Option Portion, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.

Remarks:

	/s/ Melissa Weiland, attorney in fact on behalf of Charles Wickers	02/28/2024
	** Signature of Reporting Person	Date
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