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True Wind Capital GP II, LLC

Disclosed activity across 2 companies

Tapewire entity
93805
SEC CIK
0001835521

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Reported relationships

Latest disclosed role at each company.

No relationships currently tracked through insider filings.

Disclosed balances

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Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

No balances currently tracked through insider filings.

Past disclosures · reporting ended (2)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Section 16 reporting ended · disclosed 2024-02-28. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectSee footnote0 Last balance in matching sequence After 2024-02-27 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2024-02-27 · Other · Disposed 6,478,051 · Balance 7,979,546

F1: 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.

F2: 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.

Row 2 · 2024-02-27 · Disposition to issuer · Disposed 7,979,546 · Balance 0

F3: 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.

F2: 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.

Filing footnotes · ownership attribution and instrument terms

F1: 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.

F2: 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.

F3: 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.

Section 16 reporting ended · disclosed 2024-02-27. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectSee footnote0 Last balance in matching sequence After 2024-02-27 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2024-02-27 · Other · Disposed 6,478,051 · Balance 7,979,546

F1: 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.

F2: 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.

Row 2 · 2024-02-27 · Disposition to issuer · Disposed 7,979,546 · Balance 0

F3: 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.

F2: 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.

Filing footnotes · ownership attribution and instrument terms

F1: 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.

F2: 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.

F3: 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
February 27, 2024 Filed Feb 28, 2024 00:08 UTC ROVER GROUP, INC. ROVR · Entity 93736 Disposition to issuerClass A Common Stock 7,979,546 $11.00 $87,775,006.00
Disclosure

SEC source: 0000950170-24-021527 · ownership.xml · nonDerivative · entry 2

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner

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

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 0

F3 · kind: 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.

F3 · price: 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.

F2 · ownership.nature: 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.

Read SEC document
February 27, 2024 Filed Feb 28, 2024 00:08 UTC ROVER GROUP, INC. ROVR · Entity 93736 OtherClass A Common Stock 6,478,051 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-24-021527 · ownership.xml · nonDerivative · entry 1

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner

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

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 7,979,546

F1 · kind: 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.

F1 · price: 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.

F2 · ownership.nature: 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.

Read SEC document
February 27, 2024 Filed Feb 27, 2024 22:09 UTC Techpoint, Inc. ROVR · Entity 78878 Disposition to issuerClass A Common Stock 7,979,546 $11.00 $87,775,006.00
Disclosure

SEC source: 0000950170-24-021370 · ownership.xml · nonDerivative · entry 2

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner

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

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 0

F3 · kind: 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.

F3 · price: 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.

F2 · ownership.nature: 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.

Read SEC document
February 27, 2024 Filed Feb 27, 2024 22:09 UTC Techpoint, Inc. ROVR · Entity 78878 OtherClass A Common Stock 6,478,051 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-24-021370 · ownership.xml · nonDerivative · entry 1

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner

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

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 7,979,546

F1 · kind: 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.

F1 · price: 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.

F2 · ownership.nature: 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.

Read SEC document
January 06, 2022 Filed Feb 8, 2022 22:11 UTC ROVER GROUP, INC. ROVR · Entity 93736 Exercise / conversionPrivate Placement Warrants · Derivative 2,574,164 $0.00 $0.00
Disclosure

SEC source: 0001562180-22-001235 · primarydocument.xml · derivative · entry 3

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 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: 0

Underlying: Class A Common Stock · 2,574,164 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · kind: 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.

F1 · derivative.expiration_date: 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.

F2 · ownership.nature: 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.

Read SEC document
January 06, 2022 Filed Feb 8, 2022 22:11 UTC ROVER GROUP, INC. ROVR · Entity 93736 Disposition to issuerClass A Common Stock 1,915,693 Not disclosed Not disclosed
Disclosure

SEC source: 0001562180-22-001235 · primarydocument.xml · nonDerivative · entry 2

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 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: 14,457,597

F1 · kind: 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.

F3 · shares: 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.

F1 · price: 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.

F3 · balance_after: 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.

F2 · ownership.nature: 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.

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January 06, 2022 Filed Feb 8, 2022 22:11 UTC ROVER GROUP, INC. ROVR · Entity 93736 Exercise / conversionClass A Common Stock 2,574,164 Not disclosed Not disclosed
Disclosure

SEC source: 0001562180-22-001235 · primarydocument.xml · nonDerivative · entry 1

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 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: 16,373,290

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: 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.

F1 · price: 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.

F2 · ownership.nature: 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.

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July 30, 2021 Filed Aug 3, 2021 23:01 UTC ROVER GROUP, INC. ROVR · Entity 93736 GrantPrivate Placement Warrants · Derivative 2,574,164 $1.50 Strike: $11.50 $3,861,246.00
Disclosure

SEC source: 0000899243-21-031372 · doc4.xml · derivative · entry 5

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 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: 2,574,164

Underlying: Class A Common Stock · 2,574,164 shares

Expires 2026-07-30

F3 · kind: Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering, not including 2,592,503 warrants forfeited to the Issuer in connection with the Business Combination. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business and expire five years after consummation of the Business Combination or earlier upon redemption or liquidation.

F3 · derivative.exercise_date: Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering, not including 2,592,503 warrants forfeited to the Issuer in connection with the Business Combination. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business and expire five years after consummation of the Business Combination or earlier upon redemption or liquidation.

F2 · ownership.nature: 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.

Read SEC document
July 30, 2021 Filed Aug 3, 2021 23:01 UTC ROVER GROUP, INC. ROVR · Entity 93736 ConversionClass B Common Stock · Derivative 5,799,126 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-031372 · doc4.xml · derivative · entry 4

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 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: 0

Underlying: Class A Common Stock · 5,799,126 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F1 · kind: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F1 · derivative.exercise_date: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F1 · derivative.expiration_date: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F2 · ownership.nature: 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.

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July 30, 2021 Filed Aug 3, 2021 23:01 UTC ROVER GROUP, INC. ROVR · Entity 93736 Disposition to issuerClass B Common Stock · Derivative 975,874 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-031372 · doc4.xml · derivative · entry 3

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 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: 5,799,126

Underlying: Class A Common Stock · 975,874 shares

Expires not disclosed

F1 · derivative.exercise_price: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F1 · kind: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F1 · derivative.exercise_date: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F1 · derivative.expiration_date: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F2 · ownership.nature: 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.

Read SEC document
July 30, 2021 Filed Aug 3, 2021 23:01 UTC ROVER GROUP, INC. ROVR · Entity 93736 GrantClass A Common Stock 8,000,000 $10.00 $80,000,000.00
Disclosure

SEC source: 0000899243-21-031372 · doc4.xml · nonDerivative · entry 2

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 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: 13,799,126

F2 · ownership.nature: 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.

Read SEC document
July 30, 2021 Filed Aug 3, 2021 23:01 UTC ROVER GROUP, INC. ROVR · Entity 93736 ConversionClass A Common Stock 5,799,126 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031372 · doc4.xml · nonDerivative · entry 1

Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 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: 5,799,126

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F1 · price: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis.

F2 · ownership.nature: 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.

Read SEC document
December 11, 2020 Filed Dec 11, 2020 22:01 UTC ROVER GROUP, INC. NEBCU · Entity 93736 OtherClass B Common Stock · Derivative 312,500 $0.00 $0.00
Disclosure

SEC source: 0001213900-20-042284 · ownership.xml · derivative · entry 1

Nebula Caravel Holdings LLC · CIK 0001826066 · 10% owner

True Wind Capital II, L.P. · CIK 0001804014 · 10% owner

True Wind Capital II-A, L.P. · CIK 0001804015 · 10% owner

True Wind Capital GP II, LLC · CIK 0001835521 · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · CEO and President · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 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: 6,775,000

Underlying: Class A Common Stock · 312,500 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date.

F2 · kind: As contemplated in connection with the initial public offering of the Issuer, 312,500 shares of Class B common stock of the Issuer were returned by the reporting person to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.

F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date.

F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date.

F3 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the shares 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 Class B Common Stock 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.