GrowGeneration (GRWG) Form 4 GrowGeneration / Sean Stiefel 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^*

Stiefel Sean

(Last) (First) (Middle)

747 THIRD AVENUE

35TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GrowGeneration Corp. [ GRWG ]

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)
08/18/2020

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
Common Stock	08/18/2020		J		96,774(1)	D	$0	874,320	I	See Footnote
Common Stock	08/19/2020		J		96,774(1)	D	$0	777,546	I	See Footnote

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
Warrant to purchase common stock	$3.5	08/18/2020		J			48,387(1)	05/31/2019	05/31/2022	Common Stock	48,387	$0	327,957	I	See Footnote
Warrant to purchase common stock	$3.5	08/19/2020		J			48,387(1)	05/31/2019	05/31/2022	Common Stock	48,387	$0	279,570(2)	I	See Footnote

Explanation of Responses:

1. The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP") and Navy Capital Green Co-Invest Partners, LLC ("NCGCP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCGCP is the manager of Navy Capital Green Co-Invest Fund, LLC (the "Co-Invest Fund"). NCG is the investment manager of the Fund and the Co-Invest Fund. On each of August 18 and August 19, 2020, the Co-Invest Fund distributed 96,774 shares of common stock and warrants to purchase 48,387 shares of common stock without the payment of consideration as an in-kind distribution to each of an individual and Aiello Family Trust. Following the distributions, the Co-Invest Fund no longer owns any shares of the Issuer and the Reporting Person indirectly owns a total of 777,546 shares of common stock through the Fund.

2. Following the distributions on August 18 and August 19, 2020, the Reporting Person owns options to purchase 175,000 shares of common stock, and indirectly owns warrants to purchase a total of 279,570 shares of common stock through the Fund.

	/s/ Sean Stiefel	08/20/2020
	** 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).
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