0001209191-21-058682.txt : 20211001 0001209191-21-058682.hdr.sgml : 20211001 20211001214634 ACCESSION NUMBER: 0001209191-21-058682 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210929 FILED AS OF DATE: 20211001 DATE AS OF CHANGE: 20211001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JACOBSON SCOTT CENTRAL INDEX KEY: 0001853515 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 211300846 MAIL ADDRESS: STREET 1: 2101 FOURTH AVENUE STREET 2: 4TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98121 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 0001853515 JACOBSON SCOTT C/O MADRONA VENTURE GROUP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 1 0 0 0 Class A Common Stock 2021-09-29 4 A 0 3300528 0.00 A 26721281 I By Madrona Venture Fund IV, LP Class A Common Stock 2021-09-29 4 A 0 83982 0.00 A 679926 I By Madrona Venture Fund IV-A, LP 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. The reporting person is a managing director of Madrona IV General Partner, LLC, the general partner of Madrona Investment Partners IV, L.P. The reporting person 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. The reporting person is a managing director of Madrona IV General Partner, LLC, the general partner of Madrona Investment Partners IV, L.P. The reporting persons disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein. /s/ Melissa Weiland, attorney-in-fact on behalf of Scott Jacobson 2021-10-01 EX-24.4_1011001 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Rover Group, Inc. (the "Company"), hereby constitutes and appoints Barbara Mery and each of the responsible attorneys and paralegals of Wilson Sonsini Goodrich & Rosati, Professional Corporation, and Melissa Weiland of the Company, the undersigned's true and lawful attorney-in-fact to: 1. complete and execute Forms ID, 3,4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in his or her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and 2. do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended). This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 19, 2021. /s/ Scott Jacobson Scott Jacobon