Kennedy Terry Joe Form 4 GROW CAPITAL / Terry Joe Kennedy 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^*

Kennedy Terry Joe

(Last) (First) (Middle)

688 CHILDRENS WAY

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GROW CAPITAL, INC. [ GRWC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2022

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
Common Stock	01/03/2022		A		106,667	A	(1)	1,168,898	D
Common Stock	01/03/2022		A		50,000	A	(2)	1,218,898	D
Common Stock								1,135,819	I	Footnote(4)
Common Stock								4,170,701	I	Footnote(3)
Common Stock								1,818,772	I	Footnote(5)
Common Stock								1,857,824	I	Footnote(6)
Common Stock								1,135,819	I	Footnote(7)
Common Stock								467,909	I	Footnote(8)
Common Stock								125,000	I	Footnote(9)
Common Stock								68,993	I	Footnote(10)
Common Stock								25,000	I	Footnote(11)
Common Stock								70,000	I	Footnote(12)

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

Explanation of Responses:

1. Fully vested shares issued as compensation for service for the quarter ended March 31, 2022.

2. Fully vested CEO compensation for quarter ended March 31, 2022.

3. The reporting person is the sole owner and the manager of Journey, Home 4 Teens, LLC.

4. The reporting person is a 50% owner and the manager of Racing 123, LLC.

5. The reporting person is the manager and ultimate beneficial owner of AYG LLC.

6. Reflects percentage ownership of Zeake, LLC.

7. The reporting person is the manager of King Ship, LLC.

8. The reporting person is the manager of Virtual Marketing Associates, LLC.

9. The reporting person is a 50% owner and the manager of Off the Wall, LLC.

10. Shares owned by AF1 Public Relations LLC, an entity wholly-owned by the reporting person's wife. The reporting person disclaims beneficial ownership of any securities owned directly or indirectly by the reporting person's wife.

11. The reporting person is a 67.35% owner of Appreciation LLC.

12. The reporting person is the sole owner and the manager of Appreciation Rewards, LLC.

	/s/ Terry Kennedy	02/24/2022
	** 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.