Sec Form 3 Filing - Knox Tracy @ ROVER GROUP, INC. - 2021-07-30

FORM 3 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 Knox Tracy 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 X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O ROVER GROUP, INC., 720 OLIVE WAY, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2021 (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 No securities are beneficially owned 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 Stock Option (right to buy) $ 1.8 ( 1 ) 11/07/2027 Class A Common Stock 222,327 ( 2 ) D Stock Option (right to buy) $ 1.8 ( 1 ) 11/07/2027 Class A Common Stock 371,957 ( 2 ) D Stock Option (right to buy) $ 1.8 ( 3 ) 02/23/2028 Class A Common Stock 263,089 ( 2 ) D Stock Option (right to buy) $ 1.99 ( 4 ) 04/25/2029 Class A Common Stock 402,986 ( 2 ) D Stock Option (right to buy) $ 1.99 ( 5 ) 06/26/2030 Class A Common Stock 258,122 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Knox Tracy C/O ROVER GROUP, INC. 720 OLIVE WAY, 19TH FLOOR SEATTLE, WA98101 Chief Financial Officer Signatures /s/ Tracy Knox 08/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% of the shares subject to the option vested on October 17, 2017, and 1/48th vests monthly thereafter. ( 2 )Reflects shares of Class A common stock, par value $0.0001, of Rover Group, Inc., f/k/a Nebula Caravel Acquisition Corp. (the "Issuer"), acquired on July 30, 2021, upon the completion of the merger pursuant to the Business Combination Agreement, dated as of February 10, 2021, by and among the Issuer, Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nebula Caravel Acquisition Corp., and A Place for Rover, Inc., a Delaware corporation (the "Merger"). At the effective time of the Merger (the "Effective Time"), each option was converted into the right to receive 1.2006 shares of the Class A common stock of the Issuer, subject to rounding. ( 3 )7/48ths of the shares subject to the option vest on October 17, 2018 and 1/48th vests monthly thereafter on the 15th day of the month. ( 4 )This option was originally granted on April 25, 2019 and repriced on July 13, 2020. 1/48 of the total number of shares vested on May 1, 2019 and 1/48th vests monthly thereafter. ( 5 )1/48 of the total number of shares vested monthly on April 1, 2020, and 1/48th vests monthly thereafter.

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).

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