Merida Capital Partners III Form 4 GrowGeneration / Mitchell Baruchowitz 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^*

Merida Capital Partners, LP

(Last) (First) (Middle)

641 LEXINGTON AVENUE

18TH FLOOR

(Street)

NEW YORK NY 10022

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	07/16/2020		S		80,000	D	$7.336	1,621,997	D(1)(2)
Common Stock, par value $0.001	07/20/2020		S		80,000	D	$7.288	1,541,997	D(1)(2)
Common Stock, par value $0.001	07/20/2020		S		40,000	D	$7.396	1,501,997	D(1)(2)

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

1. Name and Address of Reporting Person^*

Merida Capital Partners, LP

(Last) (First) (Middle)

641 LEXINGTON AVENUE

18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Merida Capital Partners II LP

(Last) (First) (Middle)

641 LEXINGTON AVENUE

18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Merida Capital Partners III LP

(Last) (First) (Middle)

641 LEXINGTON AVENUE

18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Merida Advisor, LLC

(Last) (First) (Middle)

641 LEXINGTON AVENUE

18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Merida Manager, LLC

(Last) (First) (Middle)

641 LEXINGTON AVENUE

SUITE 1801

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Merida Manager II LLC

(Last) (First) (Middle)

641 LEXINGTON AVENUE

SUITE 1801

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Merida Manager III LLC

(Last) (First) (Middle)

641 LEXINGTON AVENUE

SUITE 1801

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baruchowitz Mitchell

(Last) (First) (Middle)

C/O MERIDA MERGER CORP. I

641 LEXINGTON AVE, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. These securities are owned solely by Merida Capital Partners LP ("MCP I"), who may be deemed to be a member of a "group" with Merida Capital Partners II LP ("MCP II") and Merida Capital Partners III LP ("MCP III") for purposes of Section 13(d) of the Exchange Act. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the reporting persons disclaim beneficial ownership of any securities reported herein, except to the extent that the reporting person has a pecuniary interest therein. This report shall not be deemed an admission that such reporting person is the beneficial owner of any securities not directly owned by such reporting person.

2. Merida Manager, LLC ("Merida GP I"), as the general partner of MCP I, Merida Manager II LLC ("Merida GP II"), as the general partner of MCP II and Merida Manager III LLC ("Merida GP III"), as the general partner of MCP III, may be deemed to be the beneficial owner of the securities held by MCP I, MCP II and MCP III, respectively. Merida Advisor, LLC ("Merida Advisor"), as investment manager, may be deemed to be the beneficial owner of the securities held by MCP I, MCP II and MCP III. Mitchell Baruchowitz, as the manager of Merida Advisor, may be deemed to beneficially own the securities held by Merida Advisor. Pursuant to Rule 16a-1(a)(4) of the Act, the reporting persons disclaim beneficial ownership of any securities reported herein, except to the extent that the reporting person has a pecuniary interest therein. This report shall not be deemed an admission that such reporting person is the beneficial owner of any securities not directly owned by such reporting person.

	MERIDA CAPITAL PARTNERS, LP By:Merida Manager, LLC, its general partner By:/s/ Mitchell Baruchowitz Name:Mitchell Baruchowitz Title: Manager	07/20/2020
	MERIDA CAPITAL PARTNERS II LP By:Merida Manager II LLC, its general partner By:/s/ Mitchell Baruchowitz Name: Mitchell Baruchowitz Title: Manager	07/20/2020
	MERIDA CAPITAL PARTNERS III LP By:Merida Manager III LLC, its general partner By:/s/ Mitchell Baruchowitz Name:Mitchell Baruchowitz Title: Manager	07/20/2020
	MERIDA ADVISOR, LLC By:/s/ Mitchell Baruchowitz Name:Mitchell Baruchowitz Title: Manager	07/20/2020
	MERIDA MANAGER, LLC By:/s/ Mitchell Baruchowitz Name:Mitchell Baruchowitz Title: Manager	07/20/2020
	MERIDA MANAGER II, LLC By:/s/ Mitchell Baruchowitz Name:Mitchell Baruchowitz Title: Manager	07/20/2020
	MERIDA MANAGER III, LLC By:/s/ Mitchell Baruchowitz Name:Mitchell Baruchowitz Title: Manager	07/20/2020
	/s/ Mitchell Baruchowitz MITCHELL BARUCHOWITZ	07/20/2020
	** Signature of Reporting Person	Date
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