Grove Collaborative (GROV) Form 3/A Initial statement of insider ownership (amended)

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^*

MAYFIELD XV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2022

3. Issuer Name and Ticker or Trading Symbol
Grove Collaborative Holdings, Inc. [ GROV ]

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)
06/21/2022

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 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)
Class A Common Stock	200,000	I	By Mayfield Select, a Cayman Islands Exempted Limited Partnership(1)

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
Class B Common Stock	(3)	(3)	Class A Common Stock	13,312,440(4)	(3)	I	By Mayfield XV, a Cayman Islands Exempted Limited Partnership(2)
Class B Common Stock	(3)	(3)	Class A Common Stock	2,354,921(5)	(3)	I	By Mayfield Select, a Cayman Islands Exempted Limited Partnership(1)

1. Name and Address of Reporting Person^*

MAYFIELD XV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mayfield XV Management (EGP), L.P.

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mayfield XV Management (UGP), Ltd.

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MAYFIELD SELECT, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mayfield Select Management (EGP), L.P.

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mayfield Select Management (UGP), Ltd.

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company ("MF Select UGP") is the general partner of Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership ("MF Select EGP"), which is the general partner of Mayfield Select, a Cayman Islands Exempted Limited Partnership ("MF Select"). Rajeev Batra, Navin Chaddha and Urshit Parikh are the directors of MF Select UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by MF Select, but each of the individuals disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

2. Mayfield XV Management (UGP), Ltd., a Cayman Islands Exempted Company ("MF XV UGP"), is the general partner of Mayfield XV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership ("MF XV EGP"), which is the general partner of Mayfield XV, a Cayman Islands Exempted Limited Partnership ("MF XV"). Rajeev Batra, Navin Chaddha and Urshit Parikh are the directors of MF XV UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by MF XV, but each of the individuals disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

3. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

4. This amount includes 1,093,524 restricted shares of Class B Common Stock that will vest in two substantially equal installments if the Issuer's Class A common stock if the daily volume weighted average price ("VWAP") per share of the Issuer's Class A Common Stock for any 20 trading days within any 30-trading-day period prior to June 16, 2032 equals or exceeds the following thresholds: $12.50 and $15.00.

5. This amount includes 193,440 restricted shares of Class B Common Stock that will vest in two substantially equal installments if the Issuer's Class A common stock if the daily volume weighted average price ("VWAP") per share of the Issuer's Class A Common Stock for any 20 trading days within any 30-trading-day period prior to June 16, 2032 equals or exceeds the following thresholds: $12.50 and $15.00.

Remarks:

The Form 3 originally filed by the Reporting Persons inadvertently omitted the Earnout Shares held by Mayfield XV and MF Select. This amendment is being filed to correct the amounts in Table II, column 3 of the Form 3, and the information in Table I has been restated without amendment for completeness.

	Mayfield XV, a Cayman Islands Exempted Limited Partnership, By: Mayfield XV Management (EGP), L.P., its general partner, By: Mayfield XV Management (UGP), Ltd., its general partner, By: /s/ Paul Kohli, Authorized Signatory	06/27/2022
	Mayfield XV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership, By: Mayfield XV Management (UGP), Ltd., its general partner, By: /s/ Paul Kohli, Authorized Signatory	06/27/2022
	Mayfield XV Management (UGP), Ltd., a Cayman Islands Exempted Company, By: /s/ Paul Kohli, Authorized Signatory	06/27/2022
	Mayfield Select, a Cayman Islands Exempted Limited Partnership, By: Mayfield Select Management (EGP), L.P., its general partner, By: Mayfield Select Management (UGP), Ltd., its general partner, By: /s/ Paul Kohli, Authorized Signatory	06/27/2022
	Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership, By: Mayfield Select Management (UGP), Ltd., its general partner, By: /s/ Paul Kohli, Authorized Signatory	06/27/2022
	Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company, /s/ Paul Kohli, Authorized Signatory	06/27/2022
	** Signature of Reporting Person	Date
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