Sec Form 3 Filing - Wickers Charles @ ROVER GROUP, INC. - 2022-09-01

Insider filing report for Changes in Beneficial Ownership
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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
Wickers Charles
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)
09/01/2022
(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
Class A Common Stock 11,448 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
Restricted Stock Units ( 1 ) ( 2 ) ( 2 ) Class A Common Stock 149,528 D
Stock Options (Right to buy) $ 1.99 ( 3 ) 06/29/2028 Class A Common Stock 39,618 D
Stock Options (Right to buy) $ 1.99 ( 4 ) 04/25/2029 Class A Common Stock 25,364 D
Stock Options (Right to buy) $ 1.99 ( 5 ) 10/07/2029 Class A Common Stock 24,010 D
Stock Options (Right to buy) $ 1.99 ( 6 ) 06/26/2030 Class A Common Stock 61,948 D
Stock Options (Right to buy) $ 1.8 ( 7 ) 08/16/2027 Class A Common Stock 43,850 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wickers Charles
C/O ROVER GROUP, INC.
720 OLIVE WAY, 19TH FLOOR
SEATTLE, WA98101
Chief Financial Officer
Signatures
/s/ Melissa Weiland, attorney in fact on behalf of Charles Wickers 09/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of Rover Group, Inc. Class A common stock.
( 2 )On November 2, 2021, the reporting person was granted 30,000 RSUs. On November 2, 2021, 2/16ths of the RSUs vested. 1/16th of the RSUs shall vest on the first of the month every December, March, June and September thereafter until fully vested. On March 6, 2022, the reporting person was granted 137,497 RSUs. On June 1, 2022, 1/16th of the RSUs vested. 1/16th of the RSUs shall vest on the first of the month every three months thereafter. Vested RSUs that meet all settlement requirements will be settled as soon as practicable after vesting, but no later than 60 days after vesting.
( 3 )The shares subject to the option fully vested on July 1, 2022.
( 4 )1/48th of the shares subject to the option vested on May 1, 2019 and 1/48th vest monthly thereafter.
( 5 )1/48th of the shares subject to the option vested on October 1, 2019 and 1/48th vest monthly thereafter.
( 6 )1/48th of the shares subject to the option vested on April 1, 2020 and 1/48th vest monthly thereafter.
( 7 )The shares subject to the option fully vested on May 22, 2021.

Remarks:
Exhibit List:Exhibit 24 - Power of Attorney

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