Statement of Changes in Beneficial Ownership (4)
May 17 2023 - 6:08PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Cervantes Sergio |
2. Issuer Name and Ticker or Trading Symbol
Grove Collaborative Holdings, Inc.
[
GROV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O GROVE COLLABORATIVE HOLDINGS, INC., 1301 SANSOME STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2023 |
(Street)
SAN FRANCISCO, CA 94111 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/15/2023 | | M | | 176413 | A | (1) | 368824 | D | |
Class A Common Stock | 5/15/2023 | | F | | 86767 (2) | D | $.4925 | 282057 | D | |
Class A Common Stock | 5/15/2023 | | M | | 156049 | A | (1) | 438106 | D | |
Class A Common Stock | 5/15/2023 | | F | | 77370 (2) | D | $.4925 | 360736 | D | |
Class A Common Stock | 5/15/2023 | | M | | 20000 | A | (1) | 380736 | D | |
Class A Common Stock | 5/15/2023 | | F | | 9917 (2) | D | $.4925 | 370819 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Units | (1) | 5/15/2023 | | M | | | 176413 | (3) | (4) | Class A Common Stock | 176413 | (1) | 529212 | D | |
Restricted Stock Units | (1) | 5/15/2023 | | M | | | 156049 | (5) | (4) | Class A Common Stock | 156049 | (1) | 1404438 | D | |
Restricted Stock Units | (1) | 5/15/2023 | | M | | | 20000 | (5) | (4) | Class A Common Stock | 20000 | (1) | 180000 | 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) | These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. |
(4) | The RSUs have no expiration date. |
(5) | 1/10th of the shares subject to the Award shall vest on each of the Company's Standard Quarterly Vesting Dates (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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cervantes Sergio C/O GROVE COLLABORATIVE HOLDINGS, INC. 1301 SANSOME STREET SAN FRANCISCO, CA 94111 |
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| Chief Financial Officer |
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Signatures
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/s/Barbara Wallace, Attorney-in-Fact for Sergio Cervantes | | 5/17/2023 |
**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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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