0001209191-21-058694.txt : 20211001
0001209191-21-058694.hdr.sgml : 20211001
20211001215950
ACCESSION NUMBER: 0001209191-21-058694
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: Madrona Venture Fund IV-A, LP
CENTRAL INDEX KEY: 0001635160
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39774
FILM NUMBER: 211300870
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39774
FILM NUMBER: 211300869
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39774
FILM NUMBER: 211300871
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39774
FILM NUMBER: 211300868
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]
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
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
Class A Common Stock
2021-09-29
4
J
0
3300528
0.00
A
26721281
D
Class A Common Stock
2021-09-29
4
J
0
83982
0.00
A
679926
D
On September 29, 2021, Madrona Venture Fund IV, L.P. and Madrona Venture Fund IV-A, L.P. became entitled to receive 3,300,528 and 83,982 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 Madrona Venture Fund IV, L.P. and Madrona Venture Fund IV-A, L.P., 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 Madrona Venture Fund IV, L.P.'s and Madrona Venture Fund IV-A, L.P.'s right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the 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.
/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
2021-10-01
/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
2021-10-01
/s/ Madrona Investment Partners IV, L.P. by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory
2021-10-01
/s/ Madrona IV General Partner, LLC by Troy Cichos, Authorized Signatory
2021-10-01