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