ERIK PRUSCH - 27 Feb 2024 Form 4 Insider Report for ROVER GROUP, INC. (ROVR)

Role
Former Director
Signature
/s/ Melissa Weiland, attorney in fact on behalf of Erik Prusch
Issuer symbol
ROVR
Transactions as of
27 Feb 2024
Transactions value $
-$603,405
Form type
4
Filing time
28 Feb 2024, 17:32:25 UTC
Previous filing
11 Sep 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROVR Class A Common Stock Options Exercise +54,855 54,855 27 Feb 2024 Direct F1, F2
transaction ROVR Class A Common Stock Disposed to Issuer -$603,405 -54,855 -100% $11 0 27 Feb 2024 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ROVR Restricted Stock Units Options Exercise $0 -54,855 -100% $0* 0 27 Feb 2024 Class A Common Stock 54,855 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

ERIK PRUSCH is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of the Rover Group, Inc. 2021 Equity Incentive Plan and Rover Group, Inc. Outside Director Compensation Policy, in the event of a "Change in Control" (as defined in the plan and includes the closing of the Merger (as defined below)), all outstanding restricted stock units ("RSUs") held by the reporting person vested immediately prior to the closing of the Merger and the reporting person is entitled to receive the $11.00 per share Merger consideration for such vested RSUs.
F2 RSUs convert into Rover Group, Inc. Class A common stock on a one-for-one basis.
F3 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 Rover Group, Inc.'s 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.