True Wind Capital II-A Form 4 ROVER / ADAM CLAMMER ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nebula Caravel Holdings LLC

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER,

SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/27/2024		J⁽¹⁾		6,478,051	D	⁽¹⁾	7,979,546	I	See footnote⁽²⁾
Class A Common Stock	02/27/2024		D⁽³⁾		7,979,546	D	$11⁽³⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Nebula Caravel Holdings LLC

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER,

SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

True Wind Capital II, L.P.

(Last)

(First)

(Middle)

C/O NEBULA CARAVEL ACQUISITION CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

True Wind Capital II-A, L.P.

(Last)

(First)

(Middle)

C/O NEBULA CARAVEL ACQUISITION CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

True Wind Capital GP II, LLC

(Last)

(First)

(Middle)

C/O NEBULA CARAVEL ACQUISITION CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CLAMMER ADAM

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GREENE JAMES H JR

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger.

2. Nebula Caravel Holdings, LLC was 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. Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings.

Remarks:

The Form 4 filed with the Securities and Exchange Commission (the "SEC") (SEC Accession No. 0000950170-24-021370) on February 27, 2024 (the "Filing") was inadvertently filed under the wrong Issuer (Techpoint, Inc., CIK number 0001556898). The Filing was submitted in error and should be disregarded to the extent it is not deleted by the SEC.

	/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	02/27/2024
	/s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.	02/27/2024
	/s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II-A, L.P.	02/27/2024
	/s/ Adam H. Clammer, as MM of True Wind Capital GP II, LLC	02/27/2024
	/s/ Adam H. Clammer	02/27/2024
	/s/ James H. Greene, Jr.	02/27/2024
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

True Wind Capital II-A Form 4ROVER / ADAM CLAMMER ownership change