SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

REPLOGLE JOHN B

(Last)

(First)

(Middle)

C/O GROVE COLLABORATIVE HOLDINGS, INC.

1301 SANSOME STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$7.43	10/27/2022		D⁽¹⁾⁽²⁾			392,025	⁽³⁾	11/08/2031	Class A Common Stock	392,025	⁽¹⁾⁽²⁾	0	D
Restricted Stock Units	⁽⁴⁾	10/27/2022		A⁽¹⁾⁽²⁾		201,039		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	201,039	⁽¹⁾⁽²⁾	201,039	D
Restricted Stock Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	392,025		392,025	D
Class B Common Stock	⁽⁷⁾	10/27/2022		D⁽¹⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾			35,084	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	35,084	$0⁽¹⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	58,267⁽¹¹⁾⁽¹⁴⁾	D
Class B Common Stock	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	25⁽¹²⁾⁽¹⁵⁾		25⁽¹²⁾⁽¹⁵⁾	I	See footnote⁽¹³⁾

Explanation of Responses:

1. On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022.

2. The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $7.43, received 1 RSU per each 1.95 options in the Exchange.

3. This option was scheduled to vest 30% on November 9, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years.

4. Each RSU represents a contingent right to receive one share of Class A Common Stock.

5. In accordance with the terms of the Tender Offer, because the exchanged option was entirely unvested as of October 21, 2022, these new RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2025 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date.

6. These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

7. Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 35,084 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 9 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 10 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness.

8. Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer.

9. The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022.

10. The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis.

11. This amount consists entirely of 58,267 Earnout Shares, which are subject to the Milestones described in footnote 10 above.

12. This amount consists entirely of 25 Earnout Shares, which are subject to the Milestones described in footnote 10 above.

13. These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.

14. This amount reflects an additional 2,939 Earnout Shares that the Reporting Person received in connection with the redistribution of forfeited Earnout Shares, pursuant to the terms of the Merger Agreement, to other holders of Earnout Shares on a pro rata basis based upon the allocation of Earnout Shares as of the closing of the Business Combination. Such pro rata redistribution of Earnout Shares is exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934.

15. This amount reflects an additional 1 Earnout Share that Replogle Family LLC received in connection with the redistribution of forfeited Earnout Shares, pursuant to the terms of the Merger Agreement, to other holders of Earnout Shares on a pro rata basis based upon the allocation of Earnout Shares as of the closing of the Business Combination. Such pro rata redistribution of Earnout Shares is exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934.

	/s/ Barbara Wallace, Attorney-in-Fact for John Replogle	10/31/2022
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Replogle John B