SEC FORM 4 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*
Athey Susan C

(Last) (First) (Middle)
C/O ROVER GROUP, INC.
720 OLIVE WAY, 19TH FLOOR

(Street)
SEATTLE WA 98101

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 06/16/2022 A 28,004 (2) (2) Class A Common Stock 28,004 $0.00 52,434 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Rover Group, Inc. Class A common stock.
2. The RSUs will vest 100% on the earlier of (1) June 16, 2023 or (2) the date of the next annual meeting of Rover Group, Inc.'s stockholders following the grant date, in each case subject to the reporting person continuing to be an outside director through the applicable vesting date. Vested RSUs that meet all settlement requirements will be settled as soon as practicable after vesting, but no later than 60 days after vesting.
Remarks:
/s/ Melissa Weiland, attorney in fact on behalf of Athey Susan C 06/21/2022
** 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.
POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of Rover Group,
Inc. (the "Company"), hereby constitutes and appoints Barbara Mery
and each of the responsible attorneys and paralegals of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, and Melissa
Weiland of the Company, the undersigned's true and lawful attorney-
in-fact to:
1. complete and execute Forms ID, 3, 4 and 5 and other forms and all
amendments thereto as such attorney-in-fact shall in his or her
discretion determine to be required or advisable pursuant to Section
16 of the Securities Exchange Act of 1934 (as amended) and the rules
and regulations promulgated thereunder, or any successor laws and
regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Company; and
2. do all acts necessary in order to file such forms with the
Securities and Exchange Commission, any securities exchange or
national association, the Company and such other person or agency as
the attorney-in-fact shall deem appropriate.
The undersigned hereby ratifies and confirms all that said attorneys-
in-fact and agents shall do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms ID, 3, 4 and 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Company and the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of March 19, 2021.
/s/ Susan Athey
Susan Athey