Grove Collaborative (GROV) Form 3 Grove Collaborative / PROMOD HAQUE ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Norwest Venture Partners XIII, LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2022

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	500,100	I	By Norwest Venture Partners XIII, LP(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	(2)	Class A Common Stock	15,489,908(3)	(2)	I	By Norwest Venture Partners XIII, LP(1)

1. Name and Address of Reporting Person^*

Norwest Venture Partners XIII, LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NVP Associates, LLC

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crowe Jeffrey

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAQUE PROMOD

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kossow Jon Erik

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. The securities are directly held by Norwest Venture Partners XIII, LP ("NVP XIII"). Genesis VC Partners XIII, LLC ("Genesis XIII") is the general partner of NVP XIII and NVP Associates, LLC ("NVP Associates") is the managing member of Genesis XIII. Genesis XIII, NVP Associates and Jeffrey Crowe, Promod Haque and Jon E. Kossow, as Co-Chief Executive Officers of NVP Associates, may be deemed to share voting and dispositive power over the shares held by NVP XIII. Each of Genesis XIII, NVP Associates and Messrs. Crowe, Haque and Kossow disclaims beneficial ownership of the securities held by NVP XIII except to the extent of its or his pecuniary interest therein.

2. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis for no additional consideration at the Reporting Person's election and has no expiration date.

3. This amount includes 1,272,396 restricted shares of Class B Common Stock that will vest upon the achievement of certain earnout thresholds prior to June 16, 2032 (the "Earnout Shares") as follows: (i) 50% of the Earnout Shares automatically vest if the daily volume weighted average price ("VWAP") of the shares of Class A Common Stock is greater than or equal to $12.50 per share for any 20 trading days within any 30-trading-day period; and (ii) 50% of the Earnout Shares automatically vest if the daily VWAP of the shares of Class A Common Stock is greater than or equal to $15.00 per share for any 20 trading days within any 30-trading-day period, each subject to certain change-of-control provisions.

Remarks:

	Norwest Venture Partners XIII, LP, By: Genesis VC Partners XIII, LLC, its general partner, By: NVP Associates, LLC, its managing member, By /s/ Matthew De Dominicis, Chief Financial Officer	06/27/2022
	NVP Associates, LLC, By /s/ Matthew De Dominicis, Chief Financial Officer	06/27/2022
	Jeffrey Crowe, By /s/ Matthew De Dominicis, Attorney-in-fact	06/27/2022
	Promod Haque, By /s/ Matthew De Dominicis, Attorney-in-fact	06/27/2022
	Jon E. Kossow, By /s/ Matthew De Dominicis, Attorney-in-fact	06/27/2022
	** Signature of Reporting Person	Date
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