Sec Form 3 Filing - MV Management XI, L.L.C. @ ROVER GROUP, INC. - 2021-09-29

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 MV Management XI, L.L.C. 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) 524 2ND STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2021 (Street) SAN FRANCISCO, CA94107 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 11,372,764 ( 1 ) I By Menlo Ventures XI, L.P. ( 2 ) Class A Common Stock 442,274 ( 1 ) I By MMEF XI, L.P ( 3 ) Class A Common Stock 5,596,527 ( 1 ) I By Menlo Special Opportunities Fund, L.P. ( 4 ) Class A Common Stock 91,001 ( 1 ) I By MMSOP, L.P. ( 5 )

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 MV Management XI, L.L.C. 524 2ND STREET SAN FRANCISCO, CA94107 X MSOP GP, L.L.C. 524 2ND STREET SAN FRANCISCO, CA94107 X Menlo Special Opportunities Fund, L.P. 524 2ND STREET SAN FRANCISCO, CA94107 X Menlo Ventures XI, L.P. 524 2ND STREET SAN FRANCISCO, CA94107 X MMEF XI, L.P. 524 2ND STREET SAN FRANCISCO, CA94107 X MMSOP, L.P. 524 2ND STREET SAN FRANCISCO, CA94107 X Signatures MV Management XI, L.L.C., By /s/ Venky Ganesan, Managing Member 10/12/2021 Signature of Reporting Person Date MSOP GP, L.L.C., By /s/ Venky Ganesan, Managing Member 10/12/2021 Signature of Reporting Person Date Menlo Special Opportunities Fund, L.P., By: MSOP GP, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member 10/12/2021 Signature of Reporting Person Date Menlo Ventures XI, L.P., By: MV Management XI, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member 10/12/2021 Signature of Reporting Person Date MMEF XI, L.P., By: MV Management XI, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member 10/12/2021 Signature of Reporting Person Date MMSOP, L.P., By: MSOP GP, L.L.C., its general partner, By /s/ Venky Ganesan, Managing Member 10/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an "earn-out" provision of the Business Combination Agreement, dated as of February 10, 2021 (the "Business Combination Agreement"), by and among Nebula Caravel Acquisition Corp. (n/k/a Rover Group, Inc.) ("Caravel"), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Caravel, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover"), Legacy Rover stockholders, including Menlo Ventures XI, L.P. ("Menlo XI"), MMEF XI, L.P. ("MMEF XI"), Menlo Special Opportunities Fund, L.P. ("MSOP"), andMMSOP, L.P. ("MMSOP") are entitled to receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over twenty trading days within any thirty trading day period during the Earnout Period (as defined in the Business Combination Agreement) is greater than or equal to $16.00. ( 2 )Shares are held by Menlo XI. MV Management XI, L.L.C. ("MVM XI") is the general partner of Menlo XI and may be deemed to beneficially own the shares held by Menlo XI. MVM XI disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. ( 3 )Shares are held by MMEF XI. MVM XI is the general partner of MMEF XI and may be deemed to beneficially own the shares held by MMEF XI. MVM XI disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. ( 4 )Shares are held by MSOP. MSOP GP, L.L.C. ("MSOP GP") is the general partner of MSOP and may be deemed to beneficially own the shares held by MSOP. MSOP GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. ( 5 )Shares are held by MMSOP. MSOP GP is the general partner of MMSOP and may be deemed to beneficially own the shares held by MMSOP. MSOP GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

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