Grove Collaborative (GROV) Form 4 Grove Collaborative / Sir Richard Branson 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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X

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^*

Virgin Group Acquisition Sponsor II LLC

(Last) (First) (Middle)

C/O VIRGIN GROUP ACQUISITION CORP. II

65 BLEECKER STREET, 6TH FLOOR

(Street)

NEW YORK NY 10012

(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)
08/30/2022

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	08/30/2022		P(1)(2)		3,275,182	A	$0(1)(2)	22,669,206	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^*

Virgin Group Acquisition Sponsor II LLC

(Last) (First) (Middle)

C/O VIRGIN GROUP ACQUISITION CORP. II

65 BLEECKER STREET, 6TH FLOOR

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Corvina Holdings LTD

(Last) (First) (Middle)

CRAIGMUIR CHAMBERS

ROAD TOWN

(Street)

TORTOLA D8 VG1110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Virgin Group Holdings LTD

(Last) (First) (Middle)

CRAIGMUIR CHAMBERS

ROAD TOWN

(Street)

TORTOLA D8 VG1110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIECO INVESTMENTS LTD

(Last) (First) (Middle)

CRAIGMUIR CHAMBERS

ROAD TOWN

(Street)

TORTOLA D8 VG1110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Branson Sir Richard

(Last) (First) (Middle)

BRANSON VILLA

NECKER BEACH ESTATE

(Street)

NECKER ISLAND D8 VG1150

(City) (State) (Zip)

Explanation of Responses:

1. On August 30, 2022, pursuant to the subscription agreement by and between Corvina Holdings Limited ("Corvina") and Grove Collaborative, Inc., a Delaware public benefit corporation ("Old Grove") dated March 31, 2022 ("Backstop Subscription Agreement"), the Issuer issued to Corvina 3,275,182 shares of the Issuer's Class A common stock, par value $0.0001 (the "Common Stock"). The Backstop Subscription Agreement provided, should the volume weighted average price of the Common Stock be less than $10.00 per share during the 10 trading days commencing on the first trading day after the Issuer's first quarterly earnings call for a fiscal quarter that ends following the closing of the business combination (the "Measurement Period VWAP"), that Corvina would be entitled to receive a number of shares of Common Stock equal to the lesser of (i) the product of (x) the sum of

2. (1) the shares of Class B common stock of the Issuer issued to Corvina at the closing of the business combination pursuant to the Agreement and Plan of Merger (dated December 7, 2021, as amended and restated on March 31, 2022) as consideration for the shares of Old Grove common stock received by Corvina under the Backstop Subscription Agreement and (2) the shares of Old Grove common stock Corvina agreed to subscribe for and purchase under the Backstop Subscription Agreement (collectively, the "Post-Combination Backstop Shares") multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the business combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination Backstop Shares outstanding as of immediately following the closing of the business combination.

	VG Acquisition Sponsor II LLC, By: James Cahillane, as attorney-in-fact	09/01/2022
	Corvina Holdings Limited, By: Harold Brunink, as attorney-in-fact	09/01/2022
	Virgin Group Holdings Limited, By: Harold Brunink, as attorney-in-fact	09/01/2022
	Vieco Investments Ltd. By: Harold Brunink, as attorney-in-fact	09/01/2022
	Sir Richard Branson, By: Harold Brunink, as attorney-in-fact	09/01/2022
	** Signature of Reporting Person	Date
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