0001209191-21-058631.txt : 20211001 0001209191-21-058631.hdr.sgml : 20211001 20211001202052 ACCESSION NUMBER: 0001209191-21-058631 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210929 FILED AS OF DATE: 20211001 DATE AS OF CHANGE: 20211001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FELD BRADLEY A CENTRAL INDEX KEY: 0001065270 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 211300636 MAIL ADDRESS: STREET 1: C/O FOUNDRY GROUP STREET 2: 1050 WALNUT STREET, SUITE 210 CITY: BOULDER STATE: CO ZIP: 80302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCINTYRE RYAN A CENTRAL INDEX KEY: 0001248148 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 211300634 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foundry Venture 2013, LLC CENTRAL INDEX KEY: 0001557877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 211300632 BUSINESS ADDRESS: STREET 1: 700 FRONT ST SUITE 104 CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: (303) 642-4050 MAIL ADDRESS: STREET 1: 700 FRONT ST SUITE 104 CITY: LOUISVILLE STATE: CO ZIP: 80027 FORMER NAME: FORMER CONFORMED NAME: Foundry Venture 2012, LLC DATE OF NAME CHANGE: 20120911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foundry Venture Capital 2013, L.P. CENTRAL INDEX KEY: 0001557878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 211300633 BUSINESS ADDRESS: STREET 1: 700 FRONT ST SUITE 104 CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: (303) 642-4050 MAIL ADDRESS: STREET 1: 700 FRONT ST SUITE 104 CITY: LOUISVILLE STATE: CO ZIP: 80027 FORMER NAME: FORMER CONFORMED NAME: Foundry Venture Capital 2012, L.P. DATE OF NAME CHANGE: 20120911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levine Seth CENTRAL INDEX KEY: 0001644983 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 211300635 MAIL ADDRESS: STREET 1: 1050 WALNUT STREET, SUITE 210 CITY: BOULDER STATE: CO ZIP: 80302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foundry Group Next, L.P. CENTRAL INDEX KEY: 0001671879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 211300638 BUSINESS ADDRESS: STREET 1: C/O FOUNDRY GROUP STREET 2: 1050 WALNUT STREET, SUITE 219 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: (303) 642-4050 MAIL ADDRESS: STREET 1: C/O FOUNDRY GROUP STREET 2: 1050 WALNUT STREET, SUITE 219 CITY: BOULDER STATE: CO ZIP: 80302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FG Next GP, LLC CENTRAL INDEX KEY: 0001671899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 211300637 BUSINESS ADDRESS: STREET 1: 1050 WALNUT STREET, SUITE 210 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: (303) 642-4050 MAIL ADDRESS: STREET 1: 1050 WALNUT STREET, SUITE 210 CITY: BOULDER STATE: CO ZIP: 80302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROVER GROUP, INC. CENTRAL INDEX KEY: 0001826018 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 720 OLIVE WAY, 19TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: (888) 453-7889 MAIL ADDRESS: STREET 1: 720 OLIVE WAY, 19TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: Nebula Caravel Acquisition Corp. DATE OF NAME CHANGE: 20200924 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-29 0 0001826018 ROVER GROUP, INC. ROVR 0001671879 Foundry Group Next, L.P. 1050 WALNUT STREET, SUITE 210 BOULDER CO 80302 0 0 1 0 0001671899 FG Next GP, LLC 1050 WALNUT STREET, SUITE 210 BOULDER CO 80302 0 0 1 0 0001065270 FELD BRADLEY A C/O FOUNDRY GROUP 1050 WALNUT STREET, SUITE 210 BOULDER CO 80302 0 0 1 0 0001644983 Levine Seth C/O FOUNDRY GROUP 1050 WALNUT STREET, SUITE 210 BOULDER CO 80302 0 0 1 0 0001248148 MCINTYRE RYAN A C/O FOUNDRY GROUP 1050 WALNUT STREET, SUITE 210 BOULDER CO 80302 0 0 1 0 0001557878 Foundry Venture Capital 2013, L.P. 1050 WALNUT STREET, SUITE 210 BOULDER CO 80302 0 0 1 0 0001557877 Foundry Venture 2013, LLC 1050 WALNUT STREET, SUITE 210 BOULDER CO 80302 0 0 1 0 Class A Common Stock 2021-09-29 4 J 0 1634122 0.00 A 13229955 I See footnote Class A Common Stock 2021-09-29 4 J 0 869402 0.00 A 7038732 I See footnote On September 29, 2021, Foundry Venture Capital 2013, L.P. ("2013 LP") and Foundry Group Next, L.P. ("Next LP") became entitled to receive 1,636,135 and 869,402 shares, respectively, of Rover Group, Inc. Class A common stock, par value $0.0001 per share ("Class A Common Stock"), 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"). Section 3.7 of the Business Combination Agreement provided that Legacy Rover stockholders would 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) was greater than or equal to (1) $12.00 and (2) $14.00. As Triggering Events I and II (as defined in the Business Combination Agreement) were satisfied as of September 29, 2021, Legacy Rover's former stockholders, including 2013 LP and Next LP, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement. The number of shares issuable pursuant to the earn-out right was determined on September 29, 2021 pursuant to a formula set forth in the Business Combination Agreement. For each Triggering Event, Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0731 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the merger. Each of 2013 LP and Next LP's right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger. Shares are held by 2013 LP. Foundry Venture 2013, LLC ("2013 LLC") is the general partner of 2013 LP and may be deemed to beneficially own the shares held by 2013 LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of 2013 LLC, and may be deemed to share voting and investment power over the shares held by 2013 LP. Each of 2013 LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. Shares are held by Next LP. FG Next GP, LLC ("Next LLC") is the general partner of Next LP and may be deemed to beneficially own the shares held by Next LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of Next LLC, and may be deemed to share voting and investment power over the shares held by Next LP. Each of Next LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. Foundry Group Next, L.P., By: FG Next GP, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member 2021-10-01 FG Next GP, LLC, By /s/ Bradley A. Feld, Managing Member 2021-10-01 /s/ Bradley A. Feld 2021-10-01 /s/ Seth Levine 2021-10-01 /s/ Ryan A. McIntyre 2021-10-01 Foundry Venture Capital 2013, L.P., By: Foundry Venture 2013, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member 2021-10-01 Foundry Venture 2013, LLC, By /s/ Bradley A. Feld, Managing Member 2021-10-01