Grove Collaborative (GROV) Form 4 Change in insider ownership

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^*

Sculptor Capital Management, Inc.

(Last) (First) (Middle)

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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

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)
09/21/2022

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
Class A Common Stock	09/21/2022		S		55,636	D	$3.77	205,488	I	By Sculptor Master Fund, Ltd.(1)
Class A Common Stock	09/21/2022		S		8,708	D	$3.77	32,163	I	By Sculptor Enhanced Master Fund, Ltd.(2)
Class A Common Stock	09/22/2022		S		55,636	D	$3.77	205,488	I	By Sculptor Master Fund, Ltd.(1)
Class A Common Stock	09/22/2022		S		8,708	D	$3.77	32,163	I	By Sculptor Enhanced Master Fund, Ltd.(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^*

Sculptor Capital Management, Inc.

(Last) (First) (Middle)

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sculptor Enhanced Master Fund, Ltd.

(Last) (First) (Middle)

1 NEXUS WAY, SUITE #5203,

PO BOX 896, HELICONA COURTYARD

(Street)

GRAND CAYMAN E9 KY1-1103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sculptor Master Fund, Ltd.

(Last) (First) (Middle)

1 NEXUS WAY, SUITE #5203,

PO BOX 896, HELICONA COURTYARD

(Street)

GRAND CAYMAN E9 KY1-1103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sculptor Capital LP

(Last) (First) (Middle)

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sculptor Capital Holding Corp

(Last) (First) (Middle)

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Sculptor Capital LP is the investment adviser to Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Master Fund LP. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Master Fund LP except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.

2. Sculptor Capital LP is the investment adviser to Sculptor Enhanced Master Fund Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Enhanced Master Fund Ltd. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Enhanced Master Fund Ltd. except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.

Remarks:

	SCULPTOR CAPITAL MANAGEMENT, INC, /s/ Wayne Cohen, President and Chief Operating Officer	09/23/2022
	SCULPTOR ENHANCED MASTER FUND, LTD., By: Sculptor Capital LP, its Investment Manager, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer	09/23/2022
	SCULPTOR MASTER FUND, LTD., By: Sculptor Capital LP, its investment manager, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer	09/23/2022
	SCULPTOR CAPITAL LP, /s/ Wayne Cohen, President and Chief Operating Officer, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer	09/23/2022
	SCULPTOR CAPITAL HOLDING CORPORATION, /s/ Wayne Cohen, President and Chief Operating Officer	09/23/2022
	** Signature of Reporting Person	Date
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