Sec Form 4 Filing - Madrona Venture Fund IV, LP @ ROVER GROUP, INC. - 2021-11-23

Insider filing report for Changes in Beneficial Ownership
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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
Madrona Venture Fund IV, LP
2. Issuer Name and Ticker or Trading Symbol
ROVER GROUP, INC. [ ROVR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MADRONA VENTURE GROUP, 999 THIRD AVENUE, 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/23/2021
(Street)
SEATTLE, WA98104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11/23/2021 S 917,528 D $ 10 25,802,691( 1 ) D( 2 )
Class A Common Stock 11/23/2021 S 19,763 D $ 10 661,225( 1 ) D( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Madrona Venture Fund IV, LP
C/O MADRONA VENTURE GROUP
999 THIRD AVENUE, 34TH FLOOR
SEATTLE, WA98104
X
Madrona Venture Fund IV-A, LP
C/O MADRONA VENTURE GROUP
999 THIRD AVENUE, 34TH FLOOR
SEATTLE, WA98104
X
Madrona Investment Partners IV, LP
C/O MADRONA VENTURE GROUP
999 THIRD AVENUE, 34TH FLOOR
SEATTLE, WA98104
X
Madrona IV General Partner, LLC
C/O MADRONA VENTURE GROUP
999 THIRD AVENUE, 34TH FLOOR
SEATTLE, WA98104
X
Signatures
s/ Madrona Venture Fund IV, L.P. by Madrona Investment Partners IV, L.P., General Partner by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory 11/24/2021
Signature of Reporting Person Date
/s/ Madrona Venture Fund IV-A, L.P. by Madrona Investment Partners IV, L.P., General Partner by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory 11/24/2021
Signature of Reporting Person Date
/s/ Madrona Investment Partners IV, L.P. by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory 11/24/2021
Signature of Reporting Person Date
/s/ Madrona IV General Partner, LLC by Troy Cichos, Authorized Signatory 11/24/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Due to an inadvertent error by the issuer in not recording an intra-fund transfer of shares, previously reported shares of Class A Common Stock beneficially owned by Madrona Venture Fund IV, L.P. were overstated by 1,062 shares, while those beneficially owned by Madrona Venture Fund IV-A, L.P. were understated by 1,062 shares. This report includes the correct total of shares of Class A Common Stock beneficially owned by both Madrona Venture Fund IV, L.P. and Madrona Venture Fund IV-A, L.P. after adjusting for the intra-fund transfer and the transactions reported herein.
( 2 )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.
( 3 )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.

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