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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Foundry Group Next, L.P.

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/03/2023 S 200,220 D $6.52(1) 12,579,955 I By Foundry Venture Capital 2013, L.P.(2)
Class A Common Stock 7,038,732 I By Foundry Group Next, L.P.(3)
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
1. Name and Address of Reporting Person*
Foundry Group Next, L.P.

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FG Next GP, LLC

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FELD BRADLEY A

(Last) (First) (Middle)
C/O FOUNDRY GROUP
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Levine Seth

(Last) (First) (Middle)
C/O FOUNDRY GROUP
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MCINTYRE RYAN A

(Last) (First) (Middle)
C/O FOUNDRY GROUP
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Foundry Venture Capital 2013, L.P.

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Foundry Venture 2013, LLC

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.46 to $6.66 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. Shares are held by Foundry Venture Capital 2013, L.P. ("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.
3. Shares are held by Foundry Group Next, L.P. ("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.
Remarks:
Foundry Group Next, L.P., By: FG Next GP, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member 11/06/2023
FG Next GP, LLC, By /s/ Bradley A. Feld, Managing Member 11/06/2023
/s/ Bradley A. Feld 11/06/2023
/s/ Seth Levine 11/06/2023
/s/ Ryan A. McIntyre 11/06/2023
Foundry Venture Capital 2013, L.P., By: Foundry Venture 2013, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member 11/06/2023
Foundry Venture 2013, LLC, By /s/ Bradley A. Feld, Managing Member 11/06/2023
** 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 4 (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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