0001062993-24-004862.txt : 20240228 0001062993-24-004862.hdr.sgml : 20240228 20240228193257 ACCESSION NUMBER: 0001062993-24-004862 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240226 FILED AS OF DATE: 20240228 DATE AS OF CHANGE: 20240228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Venture Fund IV-A, LP CENTRAL INDEX KEY: 0001635160 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 24698054 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Investment Partners IV, LP CENTRAL INDEX KEY: 0001635161 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 24698053 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Venture Fund IV, LP CENTRAL INDEX KEY: 0001635209 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 24698055 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona IV General Partner, LLC CENTRAL INDEX KEY: 0001635683 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 24698052 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE. STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 999 THIRD AVE. STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROVER GROUP, INC. CENTRAL INDEX KEY: 0001826018 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] ORGANIZATION NAME: 07 Trade & Services 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 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2024-02-26 1 0001826018 ROVER GROUP, INC. ROVR 0001635209 Madrona Venture Fund IV, LP C/O MADRONA VENTURE GROUP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001635160 Madrona Venture Fund IV-A, LP C/O MADRONA VENTURE GROUP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001635161 Madrona Investment Partners IV, LP C/O MADRONA VENTURE GROUP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001635683 Madrona IV General Partner, LLC C/O MADRONA VENTURE GROUP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0 Class A Common Stock 2024-02-26 4 J 0 412550 0.00 A 26218772 D Class A Common Stock 2024-02-26 4 J 0 10513 0.00 A 668207 D Class A Common Stock 2024-02-27 4 J 0 26218772 11.00 D 0 D Class A Common Stock 2024-02-27 4 J 0 668207 11.00 D 0 D On February 26, 2024 and immediately prior to the closing of the Merger (as defined below), Madrona Venture Fund IV, L.P. and Madrona Venture Fund IV-A, L.P. (the "Madrona Venture Funds") became entitled to receive 412,550 and 10,513 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 ("Fetch Merger Sub"), and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover"). The merger between Fetch Merger Sub and Legacy Rover is referred to as the "de-SPAC Merger." 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 20 trading days within any 30 trading day period during the Earnout Period (as defined in the Business Combination Agreement) was greater than or equal to $16.00. However, upon the occurrence of a "Change of Control" (as defined in the Business Combination Agreement) of Rover Group, Inc., all remaining earnout milestones set forth in the Business Combination Agreement would be deemed to have occurred. The Merger constitutes a Change of Control for purposes of the Business Combination Agreement and, as a result, Legacy Rover's former stockholders, including the Madrona Venture Funds, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement immediately prior to the closing of the Merger. The number of shares issuable pursuant to the earn-out right was determined on February 26, 2024 pursuant to a formula set forth in the Business Combination Agreement. Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0183 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the de-SPAC Merger. Each of the Madrona Venture Fund's right to receive additional shares pursuant to the earn-out right became fixed and irrevocable on July 30, 2021, the effective date of the de-SPAC Merger. Shares held directly by Madrona Venture Fund IV, L.P. Madrona Investment Partners IV, L.P., the general partner of Madrona Venture Fund IV, L.P., may be deemed an indirect beneficial owner of the reported securities. Madrona IV General Partner, LLC, is the general partner of Madrona Investment Partners IV, L.P. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein. Shares held directly by Madrona Venture Fund IV-A, L.P. Madrona Investment Partners IV, L.P., the general partner of Madrona Venture Fund IV-A, L.P., may be deemed an indirect beneficial owner of the reported securities. Madrona IV General Partner, LLC, is the general partner of Madrona Investment Partners IV, L.P. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein. Pursuant to that certain Agreement and Plan of Merger, dated as of November 29, 2023, 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 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, without interest and subject to any applicable tax withholdings. /s/ Madrona Venture Fund IV, L.P. by Madrona Investment Partners IV, L.P., General Partner by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory 2024-02-28 /s/ Madrona Venture Fund IV-A, L.P. by Madrona Investment Partners IV, L.P., General Partner by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory 2024-02-28 /s/ Madrona Investment Partners IV, L.P. by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory 2024-02-28 /s/ Madrona IV General Partner, LLC by Troy Cichos, Authorized Signatory 2024-02-28