0001562180-24-001905.txt : 20240228 0001562180-24-001905.hdr.sgml : 20240228 20240228172223 ACCESSION NUMBER: 0001562180-24-001905 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240227 FILED AS OF DATE: 20240228 DATE AS OF CHANGE: 20240228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wickers Charles CENTRAL INDEX KEY: 0001944640 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39774 FILM NUMBER: 24697116 MAIL ADDRESS: STREET 1: C/O ROVER GROUP, INC. STREET 2: 720 OLIVE WAY, 19TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 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 primarydocument.xml PRIMARY DOCUMENT X0508 4 2024-02-27 true 0001826018 ROVER GROUP, INC. ROVR 0001944640 Wickers Charles C/O ROVER GROUP, INC. 720 OLIVE WAY, 19TH FLOOR SEATTLE WA 98101 true true false false Chief Financial Officer false Class A Common Stock 2024-02-27 4 J false 32874.00 D 100586.00 D Class A Common Stock 2024-02-27 4 D false 100586.00 11.00 D 0.00 D Restricted Stock Units 2024-02-27 4 D false 752111.00 D Class A Common Stock 752111.00 0.00 D Stock Options (Right to buy) 1.99 2024-02-27 4 D false 4.00 D 2029-04-25 Class A Common Stock 4.00 0.00 D Stock Options (Right to buy) 1.99 2024-02-27 4 D false 7000.00 D 2029-10-07 Class A Common Stock 7000.00 0.00 D Stock Options (Right to buy) 1.99 2024-02-27 4 D false 14197.00 D 2030-06-26 Class A Common Stock 14197.00 0.00 D Stock Options (Right to buy) 1.80 2024-02-27 4 D false 41075.00 D 2027-08-16 Class A Common Stock 41075.00 0.00 D Pursuant to that certain Agreement and Plan of Merger, dated as of November 29, 2023 (the "Merger Agreement"), 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 Rover Group Inc.'s Class A common stock, par value $0.0001 per share ("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 (the "Merger Consideration"), without interest and subject to any applicable tax withholdings. Pursuant to the Contribution and Exchange Agreement, dated as of February 27, 2024 (the "Exchange Agreement"), by and between Biscuit Topco, L.P., Biscuit Holdco, LLC ("Holdco"), Biscuit Management Aggregator, LLC, and the reporting person, immediately prior to the closing of the Merger (the "Closing") the reporting person contributed these shares of Class A Common Stock at a value of $11.00 per share of Class A Common Stock to Holdco in exchange for a number of limited liability company interests in Holdco of equivalent value in accordance with the Exchange Agreement. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. Pursuant to the Merger Agreement, at the Effective Time, each unvested RSU was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to such unvested RSU, multiplied by (b) the Merger Consideration, subject to any required tax withholdings ("Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled unvested RSU, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes. Pursuant to the Merger Agreement, at the Effective Time, this vested stock option ("Vested Option") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option, multplied by (b) the excess, if any, of the Merger Consideration over such Vested Option's applicable per share exercise price, subject to any required tax withholdings. Pursuant to the Merger Agreement, at the Effective Time, (1) the vested portion of this stock option ("Vested Option Portion") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Vested Option Portion's applicable per share exercise price, subject to any required tax withholdings, and (2) the unvested portion of this stock option ("Unvested Option Portion") was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the Unvested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Unvested Option Portion's per share exercise price, subject to any required tax withholdings (the "Cash Replacement Option Amounts"), (continued from previous footnote) which Cash Replacement Option Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled Unvested Option Portion, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes. /s/ Melissa Weiland, attorney in fact on behalf of Charles Wickers 2024-02-28