This Amendment No. 1 to Schedule 13D relates to shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of Grove Collaborative Holdings, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Person on June 27, 2022 (the “Initial Statement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.
On July 18, 2022, the Issuer filed a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission, which disclosed that the Issuer’s total number of outstanding shares of Class A Common Stock had increased to 45,570,178 shares issued and outstanding as of July 14, 2022. This Amendment No. 1 is being filed to report a decrease of more than one percent in the percentage of outstanding shares of Class A Common Stock that the Reporting Person may be deemed to beneficially own, which resulted from the increase in the number of shares of Class A Common Stock reported as outstanding by the Issuer.
| ITEM 5. | INTEREST OF SECURITIES OF THE ISSUER. |
Item 5 of the Initial Statement is hereby amended and restated as follows:
The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
(a),(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment No. 1 to Schedule 13D are hereby incorporated by reference in this Item 5.
The decrease in shares beneficially owned by each Reporting Person as reported in this Amendment No. 1 to Schedule 13D reflects, in addition to the transactions described on Annex A, attached hereto, the transactions previously reported on Annex B to the Initial Statement.
Sculptor Capital LP (“Sculptor”), a Delaware limited partnership, is the investment adviser to Sculptor Enhanced Master Fund, Ltd. (“SCEN”) a Cayman Islands company, and Sculptor Master Fund, Ltd. (“SCMF”) a Cayman Islands company, and thus may be deemed a beneficial owner of the shares held in the accounts managed by Sculptor. Sculptor Capital Holding Corporation (“SCHC”), a Delaware corporation, serves as the sole general partner of Sculptor. As such, SCHC may be deemed to control Sculptor and, therefore, may be deemed a beneficial owner of the shares held in the accounts managed by Sculptor. Sculptor Capital Management, Inc. (“SCU”), a Delaware corporation, is the sole shareholder of SCHC and may be deemed a beneficial owner of the shares in the accounts managed by Sculptor. SCM GC Investments Limited (“SCM GC”) a Cayman Islands exempted company, is wholly owned by SCMF and SCEN.
(c) Annex A, attached hereto, sets forth transactions in the Common Stock that were effected since the filing date of the Initial Statement. The transactions in the Common Stock described on Annex A were effected on securities exchanges unless otherwise indicated therein.
(d) None.
(e) Not applicable.
