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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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^*

VIECO INVESTMENTS LTD

(Last) (First) (Middle)

CRAIGMUIR CHAMBERS

ROAD TOWN

(Street)

TORTOLA D8 VG1110

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2023

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
Class A Common Stock	11/01/2023		J(1)		4,533,841(2)(3)	D	$0(1)	0	I	See footnote(4)

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
Warrants	$0.05(2)	11/01/2023		J(1)			775,005(2)(5)	06/16/2022	06/16/2027	Class A Common Stock	775,005(2)(5)	$0(1)	0	I	See footnote(4)
Warrants	$57.5(2)	11/01/2023		J(1)			1,340,000(2)(6)	07/16/2022	06/16/2027	Class A Common Stock	1,340,000(2)(6)	$0(1)	0	I	See footnote(4)

Explanation of Responses:

1. On November 1, 2023, Vieco Investments Limited ("Vieco") transferred all of its membership interests in Virgin Group Acquisition Sponsor II LLC ("Sponsor") to Corvina Holdings Limited ("Corvina"). The aggregate beneficial ownership of the securities of the Issuer held by Sponsor and Corvina is unchanged as a result of these transactions. This Form 4 is being filed to report that Vieco is no longer a beneficial owner of securities of the Issuer.

2. Reflects a 1-for-5 reverse stock split of the Issuer's common stock, effective after market close on June 5, 2023.

3. Consists of (i) 1,994,500 shares of Class A Common Stock owned of record by Sponsor and (ii) 2,539,341 shares of Class A Common Stock owned of record by Corvina.

4. Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings Limited ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Mr. Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Mr. Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

5. Consists of 775,000 shares of Class A Common Stock underlying 3,875,028 warrants owned of record by Corvina.

6. Consists of 1,340,000 shares of Class A Common Stock underlying 6,700,000 warrants owned of record by Sponsor.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	Vieco Investments Ltd., By: Harold Brunink, as attorney-in-fact	11/03/2023
	** Signature of Reporting Person	Date
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