Amendment: SEC Form SCHEDULE 13D/A filed by Grove Collaborative Holdings Inc.
$GROV
Catalog/Specialty Distribution
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Grove Collaborative Holdings, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
39957D102 (CUSIP Number) |
Ross Berman HCI Grove, LLC, 807 West Ave. Austin, TX, 78701 917-699-1415 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 39957D102 |
| 1 |
Name of reporting person
HCI Grove, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,111,110.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Jason H. Karp is the sole Manager of HCI Grove, LLC and may be deemed to have voting, investment and dispositive power with respect to these securities.
SCHEDULE 13D
|
| CUSIP No. | 39957D102 |
| 1 |
Name of reporting person
HCI Grove Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
362,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Consists of a warrant to purchase an aggregate of 362,000 shares of the Class A Common Stock (on an adjusted basis), which is currently exercisable. Ross Berman is the sole Manager of HCI Grove Management, LLC and may be deemed to have voting, investment and dispositive power with respect to these securities.
SCHEDULE 13D
|
| CUSIP No. | 39957D102 |
| 1 |
Name of reporting person
Jason H. Karp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,631,110.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Consists of (i) 520,000 shares of Class A Common Stock held by Mr. Karp directly and (ii) 1,111,110 shares of Class A Common Stock held by HCI Grove, LLC, of which Mr. Karp is the sole Manager.
SCHEDULE 13D
|
| CUSIP No. | 39957D102 |
| 1 |
Name of reporting person
Ross Berman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
556,999.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Consists of (i) 194,999 shares of Class A Common Stock held by Mr. Berman directly and (ii) 362,000 shares of Class A Common Stock issuable upon exercise of a warrant held by HCI Grove Management, LLC, of which Mr. Berman is the sole Manager.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Grove Collaborative Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1301 Sansome Street, San Francisco,
CALIFORNIA
, 94111. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") to Schedule 13D is filed by HCI Grove, LLC ("HCI Grove"), HCI Grove Management, LLC ("HCI Grove Management"), Jason H. Karp ("Karp") and Ross Berman ("Berman" and, together with HCI Grove, HCI Grove Management and Karp, the "Reporting Persons"), with respect to the securities of Grove Collaborative Holdings, Inc. (as amended by this Amendment No. 1, the "Schedule 13D"). | ||
| Item 4. | Purpose of Transaction | |
As previously disclosed, on July 8, 2025, the Reporting Persons delivered the July 8 Letter, which urged the Board to pursue strategic alternatives. In response to discussions between the Reporting Persons and members of the Board and the Company's senior management that followed the July 8 Letter, as of August 7, 2025, the Reporting Persons and the Issuer determined to establish a working group (the "Working Group") comprised of three members of the Issuer's Board (Stuart Landesberg, Larry Cheng and Jeff Yurcisin) and Messrs. Karp and Berman to facilitate the Company's identification and pursuit of avenues to create stockholder value through strategic and operational initiatives. The Working Group is expected to meet periodically to develop recommendations to the Board regarding opportunities to drive value creation for stockholders.
Consistent with the July 8 Letter, the Reporting Persons continue to believe that pursuing strategic alternatives, including a sale to a strategic company, a merger with a profitable partner or a take-private transaction with a financial sponsor are the avenues that are most likely to maximize value for the Issuer's stockholders. The Reporting Persons anticipate that, from time to time, they and their representatives will communicate with members of the Board and members of the Issuer's management, in connection with Messrs. Karp and Berman's participation in the Working Group or otherwise, and potentially with other stockholders of the Issuer, with respect to potential strategic opportunities that may be available to the Issuer, potential investment and acquisition opportunities, capital allocation and other operational, strategic, financial or governance matters. Among other things, the Reporting Persons may introduce the Issuer to potential candidates for a business combination or financing transaction, and/or discuss and assist the Working Group in its review of one or more strategic or other opportunities (whether or not the opportunities are introduced by the Reporting Persons). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Persons beneficially own an aggregate of 2,188,109 shares of Class A Common Stock, representing approximately 5.3% of the outstanding shares of Class A Common Stock (based upon 41,012,879 shares of Class A Common Stock issued and outstanding as of August 4, 2025, as set forth on the front cover of the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the U.S. Securities and Exchange Commission on August 7, 2025).
(1) HCI Grove
Number of shares: 1,111,110
Percentage of shares: 2.7%
(2) HCI Grove Management
Number of shares: 362,000
Percentage of shares: 0.9%
(3) Jason H. Karp
Number of shares: 1,631,110 (comprised of (i) 520,000 shares of Class A Common Stock held by Mr. Karp directly and (ii) 1,111,110 shares of Class A Common Stock held by HCI Grove, of which Mr. Karp is the sole Manager)
Percentage of shares: 4.0%
(4) Ross Berman
Number of shares: 556,999 (comprised of (i) 194,999 shares of Class A Common Stock held by Mr. Berman directly and (ii) 362,000 shares of Class A Common Stock issuable upon exercise of a warrant held by HCI Grove Management, of which Mr. Berman is the sole Manager)
Percentage of shares: 1.4% | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|