Amendment: SEC Form SCHEDULE 13D/A filed by Grove Collaborative Holdings Inc.
$GROV
Catalog/Specialty Distribution
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Grove Collaborative Holdings, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 (Title of Class of Securities) |
39957D102 (CUSIP Number) |
Mike Wilkens c/o Volition Capital LLC, 177 Huntington Avenue, 16th Floor Boston, MA, 02115 (617) 830-2100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/19/2025 (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
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| CUSIP No. | 39957D102 |
| 1 |
Name of reporting person
Volition Capital Fund IV, L.P. | ||||||||
| 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)
WC | ||||||||
| 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
12,500,097.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Represents the sum of (i) 4,739,336 shares of Class A common stock (Class A Common Stock) underlying the Series A Preferred Stock (as defined in Item 3 of the Original Schedule 13D) and (ii) 7,760,761 shares of Class A Common Stock underlying the Series A' Preferred Stock (as defined in Item 3 the Original Schedule 13D). These securities are directly held by Volition Fund IV (as defined in Item 2(a) of the Original Schedule 13D). Volition Capital Advisors IV (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Volition Fund IV. The managing members of Volition Capital Advisors IV are Lawrence Cheng, a member of the Issuer's Board (as defined in Item 2(a) of the Original Schedule 13D), Sean Cantwell and Roger Hurwitz. The Managing Members (as defined in Item 2(a) of the Original Schedule 13D) and Volition Capital Advisors IV may each be deemed to share voting, investment and dispositive power with respect to these securities.
The calculation is based on 40,152,722 shares of Class A Common Stock issued and outstanding as of March 11, 2025, as reported by the Issuer in its Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission (the Commission) on March 19, 2025 (the Form 10-K), plus an aggregate of 12,500,097 shares of Class A Common Stock underlying the Series A Preferred Stock and Series A' Preferred Stock, which amount of shares may vary based on the applicable Conversion Rate (as defined in Item 3 of the Original Schedule 13D).
SCHEDULE 13D
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| CUSIP No. | 39957D102 |
| 1 |
Name of reporting person
Volition Capital Advisors IV, 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
12,500,097.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Represents the sum of (i) 4,739,336 shares of Class A Common Stock underlying the Series A Preferred Stock and (ii) 7,760,761 shares of Class A Common Stock underlying the Series A' Preferred Stock. These securities are directly held by Volition Fund IV. Volition Capital Advisors IV is the general partner of Volition Fund IV. The Managing Members and Volition Capital Advisors IV may each be deemed to share voting, investment and dispositive power with respect to these securities.
The calculation is based on 40,152,722 shares of Class A Common Stock issued and outstanding as of March 11, 2025, as reported by the Issuer in its Form 10-K, plus an aggregate of 12,500,097 shares of Class A Common Stock underlying the Series A Preferred Stock and Series A' Preferred Stock, which amount of shares may vary based on the applicable Conversion Rate.
SCHEDULE 13D
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| CUSIP No. | 39957D102 |
| 1 |
Name of reporting person
Lawrence Cheng | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,500,097.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents the sum of (i) 4,739,336 shares of Class A Common Stock underlying the Series A Preferred Stock and (ii) 7,760,761 shares of Class A Common Stock underlying the Series A' Preferred Stock. These securities are directly held by Volition Fund IV. Volition Capital Advisors IV is the general partner of Volition Fund IV. The Managing Members and Volition Capital Advisors IV may each be deemed to share voting, investment and dispositive power with respect to these securities.
The calculation is based on 40,152,722 shares of Class A Common Stock issued and outstanding as of March 11, 2025, as reported by the Issuer in its Form 10-K, plus an aggregate of 12,500,097 shares of Class A Common Stock underlying the Series A Preferred Stock and Series A' Preferred Stock, which amount of shares may vary based on the applicable Conversion Rate.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 | |
| (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:
Explanatory Note:
This joint statement on Schedule 13D/A (this Statement) is being filed by the undersigned, pursuant to Rule 13d-1(a) under the Act, with respect to the Class A Common Stock of Grove Collaborative Holdings, Inc. (the "Issuer"), whose principal executive offices are located at 1301 Sansome Street, San Francisco, California 94111.
This Amendment No. 3 (this Amendment No. 3) supplements and amends the Schedule 13D relating to the Class A Common Stock of the Issuer that was filed with the Commission on August 21, 2023, as amended by Amendment No. 1 that was filed with the Commission on December 15, 2023 and by Amendment No. 2 that was filed with the Commission on September 24, 2024 (the Original Schedule 13D). This Amendment No. 3 is being filed to update the aggregate percentage of the Issuer's Class A Common Stock owned by the Reporting Persons due to dilution caused by, among other things, the Issuer's sales of additional shares of its Class A Common Stock from time to time since the date of the filing of the Original Schedule 13D and not in connection with a disposition of any shares by the Reporting Persons. Such dilution resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Original Schedule 13D. Only those items that are reported are hereby amended; all other items reported in the Original Schedule 13D remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference. | |
| (b) | The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference. | |
| (c) | The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference. | |
| (d) | The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference. | |
| (e) | The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference. | |
| (f) | The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 of the cover pages of this Statement and Item 2 above. | |
| (b) | See Items 7-11 of the cover pages of this Statement and Item 2 above. | |
| (c) | Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. | |
| (d) | Under certain circumstances set forth in the limited partnership agreement of Volition Fund IV, the general partner and limited partners of Volition Fund IV may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Items 3 and 4 of the Original Schedule 13D are incorporated herein by reference. | ||
| 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.
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