Sec Form 4 Filing - PRUSCH ERIK @ ROVER GROUP, INC. - 2024-02-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PRUSCH ERIK 2. Issuer Name and Ticker or Trading Symbol ROVER GROUP, INC. [ ROVR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) C/O ROVER GROUP, INC., 720 OLIVE WAY, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2024 (Street) SEATTLE, WA98101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/27/2024 M( 1 ) 54,855 A 54,855 D Class A Common Stock 02/27/2024 D( 3 ) 54,855 D $ 11 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 ( 2 ) 02/27/2024 M 54,855 ( 1 ) ( 1 ) Class A Common Stock 54,855 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PRUSCH ERIK C/O ROVER GROUP, INC. 720 OLIVE WAY, 19TH FLOOR SEATTLE, WA98101 Former Director Signatures /s/ Melissa Weiland, attorney in fact on behalf of Erik Prusch 02/28/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )RSUs convert into Rover Group, Inc. Class A common stock on a one-for-one basis. ( 3 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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