Foundry Venture 2013, LLC

SEC source: 0001209191-23-055366 · doc4.xml · nonDerivative · entry 3

Foundry Venture 2013, LLC · CIK 0001557877 · 10% owner

Foundry Venture Capital 2013, L.P. · CIK 0001557878 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F4 · kind: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by 2013 LLC to its members without additional consideration.

SEC source: 0001209191-23-055366 · doc4.xml · nonDerivative · entry 2

Foundry Venture 2013, LLC · CIK 0001557877 · 10% owner

Foundry Venture Capital 2013, L.P. · CIK 0001557878 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 61,500

F3 · kind: Represents receipt of shares in the distribution in kind described in footnote (1).

SEC source: 0001209191-23-055366 · doc4.xml · nonDerivative · entry 1

Foundry Venture 2013, LLC · CIK 0001557877 · 10% owner

Foundry Venture Capital 2013, L.P. · CIK 0001557878 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Foundry Venture Capital 2013, L.P.

Disclosed balance after: 10,529,955

F1 · kind: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Foundry Venture Capital 2013, L.P. ("2013 LP") to its general partner and limited partners without additional consideration.

F2 · ownership.nature: Shares are held by 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. Each of the Reporting Persons disclaims beneficial ownership in these shares except to the extent of its respective pecuniary interest therein.

SEC source: 0001209191-23-054439 · doc4.xml · nonDerivative · entry 1

Foundry Group Next, L.P. · CIK 0001671879 · 10% owner

FG Next GP, LLC · CIK 0001671899 · 10% owner

FELD BRADLEY A · CIK 0001065270 · 10% owner

Levine Seth · CIK 0001644983 · 10% owner

MCINTYRE RYAN A · CIK 0001248148 · 10% owner

Foundry Venture Capital 2013, L.P. · CIK 0001557878 · 10% owner

Foundry Venture 2013, LLC · CIK 0001557877 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Foundry Venture Capital 2013, L.P.

Disclosed balance after: 12,579,955

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.46 to $6.66 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.

F2 · ownership.nature: 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.

SEC source: 0001209191-23-054249 · doc4.xml · nonDerivative · entry 3

Foundry Group Next, L.P. · CIK 0001671879 · 10% owner

FG Next GP, LLC · CIK 0001671899 · 10% owner

FELD BRADLEY A · CIK 0001065270 · 10% owner

Levine Seth · CIK 0001644983 · 10% owner

MCINTYRE RYAN A · CIK 0001248148 · 10% owner

Foundry Venture Capital 2013, L.P. · CIK 0001557878 · 10% owner

Foundry Venture 2013, LLC · CIK 0001557877 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Foundry Venture Capital 2013, L.P.

Disclosed balance after: 12,780,175

F4 · price: 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.

F2 · ownership.nature: 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.

SEC source: 0001209191-23-054249 · doc4.xml · nonDerivative · entry 2

Foundry Group Next, L.P. · CIK 0001671879 · 10% owner

FG Next GP, LLC · CIK 0001671899 · 10% owner

FELD BRADLEY A · CIK 0001065270 · 10% owner

Levine Seth · CIK 0001644983 · 10% owner

MCINTYRE RYAN A · CIK 0001248148 · 10% owner

Foundry Venture Capital 2013, L.P. · CIK 0001557878 · 10% owner

Foundry Venture 2013, LLC · CIK 0001557877 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Foundry Venture Capital 2013, L.P.

Disclosed balance after: 12,950,310

F3 · price: 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.

F2 · ownership.nature: 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.

SEC source: 0001209191-23-054249 · doc4.xml · nonDerivative · entry 1

Foundry Group Next, L.P. · CIK 0001671879 · 10% owner

FG Next GP, LLC · CIK 0001671899 · 10% owner

FELD BRADLEY A · CIK 0001065270 · 10% owner

Levine Seth · CIK 0001644983 · 10% owner

MCINTYRE RYAN A · CIK 0001248148 · 10% owner

Foundry Venture Capital 2013, L.P. · CIK 0001557878 · 10% owner

Foundry Venture 2013, LLC · CIK 0001557877 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Foundry Venture Capital 2013, L.P.

Disclosed balance after: 13,137,411

F1 · price: 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.

F2 · ownership.nature: 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.

SEC source: 0001209191-21-058631 · doc4.xml · nonDerivative · entry 2

Foundry Group Next, L.P. · CIK 0001671879 · 10% owner

FG Next GP, LLC · CIK 0001671899 · 10% owner

FELD BRADLEY A · CIK 0001065270 · 10% owner

Levine Seth · CIK 0001644983 · 10% owner

MCINTYRE RYAN A · CIK 0001248148 · 10% owner

Foundry Venture Capital 2013, L.P. · CIK 0001557878 · 10% owner

Foundry Venture 2013, LLC · CIK 0001557877 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 7,038,732

F1 · kind: On September 29, 2021, Foundry Venture Capital 2013, L.P. ("2013 LP") and Foundry Group Next, L.P. ("Next LP") became entitled to receive 1,636,135 and 869,402 shares, respectively, of Rover Group, Inc. Class A common stock, par value $0.0001 per share ("Class A Common Stock"), pursuant to an "earn-out" provision of the Business Combination Agreement, dated as of February 10, 2021 (the "Business Combination Agreement"), by and among Nebula Caravel Acquisition Corp. (n/k/a Rover Group, Inc.) ("Caravel"), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Caravel, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover").

F2 · kind: Section 3.7 of the Business Combination Agreement provided that Legacy Rover stockholders would receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over twenty trading days within any thirty trading day period during the Earnout Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.00 and (2) $14.00. As Triggering Events I and II (as defined in the Business Combination Agreement) were satisfied as of September 29, 2021, Legacy Rover's former stockholders, including 2013 LP and Next LP, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement.

F3 · kind: The number of shares issuable pursuant to the earn-out right was determined on September 29, 2021 pursuant to a formula set forth in the Business Combination Agreement. For each Triggering Event, Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0731 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the merger. Each of 2013 LP and Next LP's right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger.

F1 · price: On September 29, 2021, Foundry Venture Capital 2013, L.P. ("2013 LP") and Foundry Group Next, L.P. ("Next LP") became entitled to receive 1,636,135 and 869,402 shares, respectively, of Rover Group, Inc. Class A common stock, par value $0.0001 per share ("Class A Common Stock"), pursuant to an "earn-out" provision of the Business Combination Agreement, dated as of February 10, 2021 (the "Business Combination Agreement"), by and among Nebula Caravel Acquisition Corp. (n/k/a Rover Group, Inc.) ("Caravel"), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Caravel, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover").

F2 · price: Section 3.7 of the Business Combination Agreement provided that Legacy Rover stockholders would receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over twenty trading days within any thirty trading day period during the Earnout Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.00 and (2) $14.00. As Triggering Events I and II (as defined in the Business Combination Agreement) were satisfied as of September 29, 2021, Legacy Rover's former stockholders, including 2013 LP and Next LP, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement.

F3 · price: The number of shares issuable pursuant to the earn-out right was determined on September 29, 2021 pursuant to a formula set forth in the Business Combination Agreement. For each Triggering Event, Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0731 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the merger. Each of 2013 LP and Next LP's right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger.

F5 · ownership.nature: Shares are held by 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.

SEC source: 0001209191-21-058631 · doc4.xml · nonDerivative · entry 1

Foundry Group Next, L.P. · CIK 0001671879 · 10% owner

FG Next GP, LLC · CIK 0001671899 · 10% owner

FELD BRADLEY A · CIK 0001065270 · 10% owner

Levine Seth · CIK 0001644983 · 10% owner

MCINTYRE RYAN A · CIK 0001248148 · 10% owner

Foundry Venture Capital 2013, L.P. · CIK 0001557878 · 10% owner

Foundry Venture 2013, LLC · CIK 0001557877 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 13,229,955

F1 · kind: On September 29, 2021, Foundry Venture Capital 2013, L.P. ("2013 LP") and Foundry Group Next, L.P. ("Next LP") became entitled to receive 1,636,135 and 869,402 shares, respectively, of Rover Group, Inc. Class A common stock, par value $0.0001 per share ("Class A Common Stock"), pursuant to an "earn-out" provision of the Business Combination Agreement, dated as of February 10, 2021 (the "Business Combination Agreement"), by and among Nebula Caravel Acquisition Corp. (n/k/a Rover Group, Inc.) ("Caravel"), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Caravel, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover").

F2 · kind: Section 3.7 of the Business Combination Agreement provided that Legacy Rover stockholders would receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over twenty trading days within any thirty trading day period during the Earnout Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.00 and (2) $14.00. As Triggering Events I and II (as defined in the Business Combination Agreement) were satisfied as of September 29, 2021, Legacy Rover's former stockholders, including 2013 LP and Next LP, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement.

F3 · kind: The number of shares issuable pursuant to the earn-out right was determined on September 29, 2021 pursuant to a formula set forth in the Business Combination Agreement. For each Triggering Event, Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0731 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the merger. Each of 2013 LP and Next LP's right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger.

F1 · price: On September 29, 2021, Foundry Venture Capital 2013, L.P. ("2013 LP") and Foundry Group Next, L.P. ("Next LP") became entitled to receive 1,636,135 and 869,402 shares, respectively, of Rover Group, Inc. Class A common stock, par value $0.0001 per share ("Class A Common Stock"), pursuant to an "earn-out" provision of the Business Combination Agreement, dated as of February 10, 2021 (the "Business Combination Agreement"), by and among Nebula Caravel Acquisition Corp. (n/k/a Rover Group, Inc.) ("Caravel"), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Caravel, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover").

F2 · price: Section 3.7 of the Business Combination Agreement provided that Legacy Rover stockholders would receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over twenty trading days within any thirty trading day period during the Earnout Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.00 and (2) $14.00. As Triggering Events I and II (as defined in the Business Combination Agreement) were satisfied as of September 29, 2021, Legacy Rover's former stockholders, including 2013 LP and Next LP, acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement.

F3 · price: The number of shares issuable pursuant to the earn-out right was determined on September 29, 2021 pursuant to a formula set forth in the Business Combination Agreement. For each Triggering Event, Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0731 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the merger. Each of 2013 LP and Next LP's right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger.

F4 · ownership.nature: Shares are held by 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.