Statement of Changes in Beneficial Ownership (4)
December 02 2022 - 4:29PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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EASTERLY AARON |
2. Issuer Name and Ticker or Trading Symbol
ROVER GROUP, INC.
[
ROVR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER |
(Last)
(First)
(Middle)
C/O ROVER GROUP, INC., 720 OLIVE WAY, 19TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2022 |
(Street)
SEATTLE, WA 98101
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 12/1/2022 | | M | | 72696.00 | A | (1) | 3327364.00 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (1) | 12/1/2022 | | M | | | 72696.00 | (2) | (2) | Class A Common Stock | 72696.00 | $0.00 | 832984.00 | D | |
Explanation of Responses: |
(1) | Restricted stock units ("RSUs") convert into Rover Group, Inc. Class A common stock on a one-for-one basis. |
(2) | On November 2, 2021, the reporting person was granted 448,300 RSUs. On December 1, 2021, 3/16ths of the RSUs vested. 1/16th of the RSUs shall vest on the first of the month every three months thereafter. On March 3, 2022, the reporting person was granted 714,846 RSUs. On June 1, 2022, 1/16th of the RSUs vested. 1/16th of the RSUs shall vest on the first of the month every three months thereafter. Vested RSUs that meet all settlement requirements will be settled as soon as practicable after vesting, but no later than 60 days after vesting. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
EASTERLY AARON C/O ROVER GROUP, INC. 720 OLIVE WAY, 19TH FLOOR SEATTLE, WA 98101 | X |
| CHIEF EXECUTIVE OFFICER |
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Signatures
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/s/ Melissa Weiland, attorney in fact on behalf of EASTERLY AARON | | 12/2/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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