Sec Form 4 Filing - Foundry Group Next, L.P. @ ROVER GROUP, INC. - 2023-10-31

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
Foundry Group Next, L.P.
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)
1050 WALNUT STREET, SUITE 210,
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2023
(Street)
BOULDER, CO80302
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 10/31/2023 S 92,544 D $ 6.46 ( 1 ) 13,137,411 I By Foundry Venture Capital 2013, L.P. ( 2 )
Class A Common Stock 11/01/2023 S 187,101 D $ 6.31 ( 3 ) 12,950,310 I By Foundry Venture Capital 2013, L.P. ( 2 )
Class A Common Stock 11/02/2023 S 170,135 D $ 6.45 ( 4 ) 12,780,175 I By Foundry Venture Capital 2013, L.P. ( 2 )
Class A Common Stock 7,038,732 I By Foundry Group Next, 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
Foundry Group Next, L.P.
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
FG Next GP, LLC
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
FELD BRADLEY A
C/O FOUNDRY GROUP
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Levine Seth
C/O FOUNDRY GROUP
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
MCINTYRE RYAN A
C/O FOUNDRY GROUP
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Foundry Venture Capital 2013, L.P.
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Foundry Venture 2013, LLC
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Signatures
Foundry Group Next, L.P., By: FG Next GP, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member 11/02/2023
Signature of Reporting Person Date
FG Next GP, LLC, By /s/ Bradley A. Feld, Managing Member 11/02/2023
Signature of Reporting Person Date
/s/ Bradley A. Feld 11/02/2023
Signature of Reporting Person Date
/s/ Seth Levine 11/02/2023
Signature of Reporting Person Date
/s/ Ryan A. McIntyre 11/02/2023
Signature of Reporting Person Date
Foundry Venture Capital 2013, L.P., By: Foundry Venture 2013, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member 11/02/2023
Signature of Reporting Person Date
Foundry Venture 2013, LLC, By /s/ Bradley A. Feld, Managing Member 11/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.44 to $6.49 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )Shares are held by Foundry Venture Capital 2013, L.P. ("2013 LP"). Foundry Venture 2013, LLC ("2013 LLC") is the general partner of 2013 LP and may be deemed to beneficially own the shares held by 2013 LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of 2013 LLC, and may be deemed to share voting and investment power over the shares held by 2013 LP. Each of 2013 LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.21 to $6.46 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.40 to $6.50 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5 )Shares are held by Foundry Group Next, L.P. ("Next LP"). FG Next GP, LLC ("Next LLC") is the general partner of Next LP and may be deemed to beneficially own the shares held by Next LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of Next LLC, and may be deemed to share voting and investment power over the shares held by Next LP. Each of Next LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

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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