This Amendment No. 5 to Schedule 13D relates to shares of Class A Common Stock, par value $0.0001
per share (the “Class A Common Stock”), of Grove Collaborative Holdings, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Person on June 27, 2022 (the
“Initial Statement”) as amended by the Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the Securities Exchange Commission on July 21, 2022, Amendment No.2 to Schedule 13D (“Amendment
No. 2”) filed with the Securities and Exchange Commission on November 16, 2022, Amendment No.3 to Schedule 13D (“Amendment No. 3”) filed with the Securities and Exchange Commission on December 8, 2022 (as amended,
the “Schedule 13D”) and Amendment No.4 to Schedule 13D (“Amendment No. 4”) filed with the Securities and Exchange Commission on January 30, 2023 (as amended, the “Schedule 13D”). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Schedule 13D.
As set forth below, as a result of the shares outstanding found in the 8-K filed on March 20, 2024 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 5 represents the final amendment to the
Schedule 13D and constitutes an exit filing for the Reporting Persons.
| ITEM 5. |
INTEREST OF SECURITIES OF THE ISSUER. |
Item 5 of the Initial Statement is hereby amended and restated as follows:
The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
(a),(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment No. 5 to Schedule 13D are hereby
incorporated by reference in this Item 5.
The decrease in shares beneficially owned by each Reporting Person as reported in this Amendment No. 5 to
Schedule 13D reflects, in addition to the transactions described on Annex A.
Sculptor Capital LP (“Sculptor”), a Delaware limited
partnership, is the investment adviser to Sculptor Master Fund, Ltd. (“SCMF”) a Cayman Islands company, and thus may be deemed a beneficial owner of the shares held in the accounts managed by Sculptor. Sculptor Capital Holding Corporation
(“SCHC”), a Delaware corporation, serves as the sole general partner of Sculptor. As such, SCHC may be deemed to control Sculptor and, therefore, may be deemed a beneficial owner of the shares held in the accounts managed by Sculptor.
Sculptor Capital Management, Inc. (“SCU”), a Delaware corporation, is the sole shareholder of SCHC and may be deemed a beneficial owner of the shares in the accounts managed by Sculptor. SCM GC Investments Limited (“SCM GC”) a
Cayman Islands exempted company, is wholly owned by SCMF.
(c) Except as set forth on Annex A attached hereto, there have been no transactions with
respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.
(d) None.
(e) As a result of the shares outstanding found in the 8-K filed on March 20, 2024 each of the Reporting Persons
ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
