4//SEC Filing
Madrona Venture Fund IV-A, LP 4
Accession 0001062993-24-004862
CIK 0001826018other
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 7:32 PM ET
Size
19.3 KB
Accession
0001062993-24-004862
Insider Transaction Report
Form 4
Madrona Venture Fund IV-A, LP
10% Owner
Transactions
- Other
Class A Common Stock
2024-02-26+412,550→ 26,218,772 total - Other
Class A Common Stock
2024-02-27$11.00/sh−668,207$7,350,277→ 0 total - Other
Class A Common Stock
2024-02-27$11.00/sh−26,218,772$288,406,492→ 0 total - Other
Class A Common Stock
2024-02-26+10,513→ 668,207 total
Madrona Investment Partners IV, LP
10% Owner
Transactions
- Other
Class A Common Stock
2024-02-26+412,550→ 26,218,772 total - Other
Class A Common Stock
2024-02-27$11.00/sh−26,218,772$288,406,492→ 0 total - Other
Class A Common Stock
2024-02-27$11.00/sh−668,207$7,350,277→ 0 total - Other
Class A Common Stock
2024-02-26+10,513→ 668,207 total
Madrona Venture Fund IV, LP
10% Owner
Transactions
- Other
Class A Common Stock
2024-02-26+10,513→ 668,207 total - Other
Class A Common Stock
2024-02-27$11.00/sh−26,218,772$288,406,492→ 0 total - Other
Class A Common Stock
2024-02-26+412,550→ 26,218,772 total - Other
Class A Common Stock
2024-02-27$11.00/sh−668,207$7,350,277→ 0 total
Madrona IV General Partner, LLC
10% Owner
Transactions
- Other
Class A Common Stock
2024-02-27$11.00/sh−26,218,772$288,406,492→ 0 total - Other
Class A Common Stock
2024-02-26+412,550→ 26,218,772 total - Other
Class A Common Stock
2024-02-26+10,513→ 668,207 total - Other
Class A Common Stock
2024-02-27$11.00/sh−668,207$7,350,277→ 0 total
Footnotes (6)
- [F1]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."
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Issuer
ROVER GROUP, INC.
CIK 0001826018
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001635160
Filing Metadata
- Form type
- 4
- Filed
- Feb 27, 7:00 PM ET
- Accepted
- Feb 28, 7:32 PM ET
- Size
- 19.3 KB