Aaron Easterly Form 3 ROVER / AARON EASTERLY 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

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1. Name and Address of Reporting Person^*

EASTERLY AARON

(Last) (First) (Middle)

C/O ROVER GROUP, INC.

720 OLIVE WAY, 19TH FLOOR

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2021

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

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

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

5. 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 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	2,785,800(1)(2)	D

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
Stock Option (right to buy)	(3)	12/16/2024	Class A Common Stock	996,686(4)	0.36	D
Stock Option (right to buy)	(3)	12/16/2024	Class A Common Stock	323,946(4)	0.36	D
Stock Option (right to buy)	(5)	12/20/2026	Class A Common Stock	192,091(4)	1.04	D
Stock Option (right to buy)	(5)	12/20/2026	Class A Common Stock	648,310(4)	1.04	D
Stock Option (right to buy)	(6)	12/23/2028	Class A Common Stock	96,690(4)	1.8	D
Stock Option (right to buy)	(6)	12/23/2028	Class A Common Stock	889,899(4)	1.8	D
Stock Option (right to buy)	(7)	06/26/2030	Class A Common Stock	50,234(4)	1.99	D
Stock Option (right to buy)	(7)	06/26/2030	Class A Common Stock	1,225,528(4)	1.99	D
Stock Option (right to buy)	(8)	04/25/2029	Class A Common Stock	1,162,257(4)	1.99	D
Stock Option (right to buy)	(8)	04/25/2029	Class A Common Stock	46,702(4)	1.99	D

Explanation of Responses:

1. Reflects shares of Class A common stock, par value $0.0001, of Rover Group, Inc., f/k/a Nebula Caravel Acquisition Corp. (the "Issuer"), acquired on July 30, 2021, upon the completion of the merger (the "Merger") pursuant to the Business Combination Agreement, dated as of February 10, 2021, by and among the Issuer, Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nebula Caravel Acquisition Corp., and A Place for Rover, Inc., a Delaware corporation ("Rover") (the "Business Combination Agreement").

2. At the effective time of the Merger (the "Effective Time"), each share of Rover common stock and Rover preferred stock issued and outstanding immediately prior to the Effective Time was converted into the (i) right to receive 1.0379 shares of the Class A common stock of the Issuer, subject to rounding and (ii) the contingent right to receive the Earn Out Shares (as defined in the Business Combination Agreement) in accordance with Section 3.7 of the Business Combination Agreement.

3. The shares subject to the option fully vested on November 11, 2018.

4. At the Effective Time, each option was converted into the right to receive 1.2006 shares of the Class A common stock of the Issuer, subject to rounding.

5. The shares subject to the option fully vested on December 16, 2020.

6. 1/48th of the total number of shares vested on March 15, 2018 and 1/48 vest monthly thereafter.

7. 1/48th of the total number of shares vested on April 1, 2020 and 1/48 vest monthly thereafter.

8. This option was granted on April 25, 2019 and repriced on July 13, 2020. 1/48th of the total number of shares vested on May 1, 2019 and 1/48 vest monthly thereafter.

Remarks:

	/s/ Aaron Easterly	08/09/2021
	** 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).
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