Grove Collaborative Form 4 / Christopher Clark 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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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^*

Clark Christopher

(Last)

(First)

(Middle)

C/O GROVE COLLABORATIVE HOLDINGS, INC.

1301 SANSOME STREET

(Street)

SAN FRANCISCO

94111

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2023		M		30,626	A	⁽¹⁾	563,127	D
Class A Common Stock	05/15/2023		F		14,042⁽²⁾	D	$0.4925	549,085	D
Class A Common Stock	05/15/2023		M		4,501	A	⁽¹⁾	553,586	D
Class A Common Stock	05/15/2023		F		2,064⁽²⁾	D	$0.4925	551,522	D
Class A Common Stock	05/15/2023		M		6,902	A	⁽¹⁾	558,424	D
Class A Common Stock	05/15/2023		F		3,165⁽²⁾	D	$0.4925	555,259	D
Class A Common Stock	05/15/2023		M		84,222	A	⁽¹⁾	639,481	D
Class A Common Stock	05/15/2023		F		38,616⁽²⁾	D	$0.4925	600,865	D
Class A Common Stock	05/15/2023		M		10,806	A	⁽¹⁾	611,671	D
Class A Common Stock	05/15/2023		F		4,955⁽²⁾	D	$0.4925	606,716	D
Class A Common Stock	05/15/2023		M		9,155	A	⁽¹⁾	615,871	D
Class A Common Stock	05/15/2023		F		4,198⁽²⁾	D	$0.4925	611,673	D
Class A Common Stock	05/15/2023		M		60,907	A	⁽¹⁾	672,580	D
Class A Common Stock	05/15/2023		F		27,927⁽²⁾	D	$0.4925	644,653	D
Class A Common Stock	05/15/2023		S		10,000	D	$0.4691⁽³⁾	634,653	D
Class A Common Stock	05/16/2023		S		14,849	D	$0.4532⁽⁴⁾	619,804	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/15/2023		M			30,626	⁽⁵⁾	⁽⁶⁾	Class A Common Stock	30,626	⁽¹⁾	91,878	D
Restricted Stock Units	⁽¹⁾	05/15/2023		M			4,501	⁽⁷⁾	⁽⁶⁾	Class A Common Stock	4,501	⁽¹⁾	50,125	D
Restricted Stock Units	⁽¹⁾	05/15/2023		M			6,902	⁽⁸⁾	⁽⁶⁾	Class A Common Stock	6,902	⁽¹⁾	29,714	D
Restricted Stock Units	⁽¹⁾	05/15/2023		M			84,222	⁽⁹⁾	⁽⁶⁾	Class A Common Stock	84,222	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	05/15/2023		M			10,806	⁽⁹⁾	⁽⁶⁾	Class A Common Stock	10,806	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	05/15/2023		M			9,155	⁽⁹⁾	⁽⁶⁾	Class A Common Stock	9,155	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	05/15/2023		M			60,907	⁽¹⁰⁾	⁽⁶⁾	Class A Common Stock	60,907	⁽¹⁾	669,975	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A Common Stock

2. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability.

3. The transaction was executed in multiple trades in prices ranging from $.4612 to $.4793, inclusive. The price reported in Column 4 above reflects the weighted average sales price. The Reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote of this Form 4.

4. The transaction was executed in multiple trades in prices ranging from $.450 to $.4833, inclusive. The price reported in Column 4 above reflects the weighted average sales price. The Reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote of this Form 4.

5. These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

6. The RSUs have no expiration date.

7. These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

8. These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

9. These RSUs shall vest in two equal installments on each of February 15, 2023 and May 15, 2023, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date

10. These RSUs will vest in twelve equal installments on each February 15th, May 15th, August 15th and November 15th of each year (provided, that if such date occurs on a weekend or federal holiday, vesting shall occur on the next business day) beginning on May 15, 2023, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or the Reporting Person resigns for good reason.

	/s/Barbara Wallace, Attorney-in-Fact for Christopher Clark	05/17/2023
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Grove Collaborative (GROV) Form 4Grove Collaborative / Christopher Clark ownership change