Peter Wardenburg Form 3 HYDROFARM / Peter Wardenburg ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wardenburg Peter

(Last) (First) (Middle)

2249 SOUTH MCDOWELL

BOULEVARD EXT.

(Street)

PETALUMA CA 94954

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2020

3. Issuer Name and Ticker or Trading Symbol
HYDROFARM HOLDINGS GROUP, INC. [ HYFM ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,077,777(1)	I	Held by Wardenburg 2009 Family Trust(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	12/14/2020	12/14/2023	Common Stock	242,341(1)	16.86	I	Held by Wardenburg 2009 Family Trust(2)

Explanation of Responses:

1. Reflects a 1-for-3.3712 reverse stock split that was effective on November 24, 2020.

2. The securities are owned directly by the Wardenburg 2009 Family Trust, a ten percent owner of the issuer, and indirectly by Peter Wardenburg as trustee of the trust.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Peter Wardenburg	12/09/2020
	** 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 5 (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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