SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Foundry Group Next, L.P.

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2023

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	11/03/2023		S		200,220	D	$6.52⁽¹⁾	12,579,955	I	By Foundry Venture Capital 2013, L.P.⁽²⁾
Class A Common Stock								7,038,732	I	By Foundry Group Next, L.P.⁽³⁾

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^*

Foundry Group Next, L.P.

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FG Next GP, LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FELD BRADLEY A

(Last)

(First)

(Middle)

C/O FOUNDRY GROUP

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Levine Seth

(Last)

(First)

(Middle)

C/O FOUNDRY GROUP

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MCINTYRE RYAN A

(Last)

(First)

(Middle)

C/O FOUNDRY GROUP

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundry Venture Capital 2013, L.P.

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundry Venture 2013, LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

3. Shares are held by Foundry Group Next, L.P. ("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.

Remarks:

	Foundry Group Next, L.P., By: FG Next GP, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member	11/06/2023
	FG Next GP, LLC, By /s/ Bradley A. Feld, Managing Member	11/06/2023
	/s/ Bradley A. Feld	11/06/2023
	/s/ Seth Levine	11/06/2023
	/s/ Ryan A. McIntyre	11/06/2023
	Foundry Venture Capital 2013, L.P., By: Foundry Venture 2013, LLC, its General Partner, By /s/ Bradley A. Feld, Managing Member	11/06/2023
	Foundry Venture 2013, LLC, By /s/ Bradley A. Feld, Managing Member	11/06/2023
	** 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.

Foundry Group Next, L.P. sold $1,305,434 worth of shares (200,220 units at $6.52) (SEC Form 4)