Sec Form 4 Filing - Wickers Charles @ ROVER GROUP, INC. - 2024-02-27

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 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) X __ 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) 02/27/2024 (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 02/27/2024 J( 1 )( 2 ) 32,874 D 100,586 D Class A Common Stock 02/27/2024 D( 1 ) 100,586 D $ 11 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 Restricted Stock Units ( 3 ) 02/27/2024 D( 4 ) 752,111 ( 4 ) ( 4 ) Class A Common Stock 752,111 ( 4 ) 0 D Stock Options (Right to buy) $ 1.99 02/27/2024 D( 5 ) 4 ( 5 ) 04/25/2029 Class A Common Stock 4 ( 5 ) 0 D Stock Options (Right to buy) $ 1.99 02/27/2024 D( 5 ) 7,000 ( 5 ) 10/07/2029 Class A Common Stock 7,000 ( 5 ) 0 D Stock Options (Right to buy) $ 1.99 02/27/2024 D( 6 )( 7 ) 14,197 ( 6 )( 7 ) 06/26/2030 Class A Common Stock 14,197 ( 6 ) ( 7 ) 0 D Stock Options (Right to buy) $ 1.8 02/27/2024 D( 5 ) 41,075 ( 5 ) 08/16/2027 Class A Common Stock 41,075 ( 5 ) 0 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 X Chief Financial Officer Signatures /s/ Melissa Weiland, attorney in fact on behalf of Charles Wickers 02/28/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Agreement and Plan of Merger, dated as of November 29, 2023 (the "Merger Agreement"), by and among Rover Group, Inc., Biscuit Parent, LLC ("Parent"), and Biscuit Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into Rover Group, Inc. (the "Merger"), with Rover Group, Inc. surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Rover Group Inc.'s Class A common stock, par value $0.0001 per share ("Class A Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $11.00 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholdings. ( 2 )Pursuant to the Contribution and Exchange Agreement, dated as of February 27, 2024 (the "Exchange Agreement"), by and between Biscuit Topco, L.P., Biscuit Holdco, LLC ("Holdco"), Biscuit Management Aggregator, LLC, and the reporting person, immediately prior to the closing of the Merger (the "Closing") the reporting person contributed these shares of Class A Common Stock at a value of $11.00 per share of Class A Common Stock to Holdco in exchange for a number of limited liability company interests in Holdco of equivalent value in accordance with the Exchange Agreement. ( 3 )Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. ( 4 )Pursuant to the Merger Agreement, at the Effective Time, each unvested RSU was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to such unvested RSU, multiplied by (b) the Merger Consideration, subject to any required tax withholdings ("Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled unvested RSU, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, this vested stock option ("Vested Option") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option, multplied by (b) the excess, if any, of the Merger Consideration over such Vested Option's applicable per share exercise price, subject to any required tax withholdings. ( 6 )Pursuant to the Merger Agreement, at the Effective Time, (1) the vested portion of this stock option ("Vested Option Portion") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Vested Option Portion's applicable per share exercise price, subject to any required tax withholdings, and (2) the unvested portion of this stock option ("Unvested Option Portion") was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the Unvested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Unvested Option Portion's per share exercise price, subject to any required tax withholdings (the "Cash Replacement Option Amounts"), ( 7 )(continued from previous footnote) which Cash Replacement Option Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled Unvested Option Portion, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.

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).

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