Sec Form 4 Filing - Nebula Caravel Holdings LLC @ ROVER GROUP, INC. - 2022-01-06

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 Nebula Caravel Holdings LLC 2. Issuer Name and Ticker or Trading Symbol ROVER GROUP, INC. [ ROVR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) FOUR EMBARCADERO CENTER,, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 01/06/2022 (Street) SAN FRANCISCO, CA94111 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 01/06/2022 M( 1 ) 2,574,164 A 16,373,290 I See footnote( 2 ) Class A Common Stock 01/06/2022 D( 1 ) 1,915,693( 3 ) D 14,457,597( 3 ) I See footnote( 2 )

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 Private Placement Warr ants ( 1 ) 01/06/2022 M( 1 ) 2,574,164 12/11/2021 ( 1 ) Class A Common Stock 2,574,164 $ 0 0 I See Footnote( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nebula Caravel Holdings LLC FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X X True Wind Capital II, L.P. C/O NEBULA CARAVEL ACQUISITION CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X X True Wind Capital II-A, L.P. C/O NEBULA CARAVEL ACQUISITION CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X X True Wind Capital GP II, LLC C/O NEBULA CARAVEL ACQUISITION CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X X CLAMMER ADAM FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X X GREENE JAMES H JR FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X X Signatures /s/ Adam H. Clammer, as managing member ("MM") of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., MMs of Nebula Caravel Holdings, LLC 02/03/2022 Signature of Reporting Person Date /s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. 02/03/2022 Signature of Reporting Person Date /s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II-A, L.P. 02/03/2022 Signature of Reporting Person Date /s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC 02/03/2022 Signature of Reporting Person Date /s/ Adam H. Clammer 02/03/2022 Signature of Reporting Person Date /s/ James H. Greene, Jr. 02/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable. ( 2 )Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. ( 3 )Represents shares of Class A common stock deemed withheld by the Issuer from Nebula Caravel Holdings, LLC in connection with the make-whole exercise on a cashless basis pursuant to the Warrant Agreement.

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