Statement of Changes in Beneficial Ownership (4)
18 May 2023 - 8:19AM
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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OMB APPROVAL
OMB Number:
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
*
Landesberg Stuart |
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)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(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 | | 158510 | A | (1) | 2723367 (2) | D | |
Class A Common Stock | 5/15/2023 | | F | | 78590 (3) | D | $.4925 | 2644777 | D | |
Class A Common Stock | 5/15/2023 | | M | | 824774 | A | (1) | 3469551 | D | |
Class A Common Stock | 5/15/2023 | | F | | 408923 (3) | D | $.4925 | 3060628 | D | |
Class A Common Stock | 5/15/2023 | | M | | 10889 | A | (1) | 3071517 | D | |
Class A Common Stock | 5/15/2023 | | F | | 5399 (3) | D | $.4925 | 3066118 | D | |
Class A Common Stock | 5/15/2023 | | M | | 268242 | A | (1) | 3334360 | D | |
Class A Common Stock | 5/15/2023 | | F | | 132995 (3) | D | $.4925 | 3201365 | D | |
Class A Common Stock | 5/15/2023 | | M | | 9155 | A | (1) | 3210520 | D | |
Class A Common Stock | 5/15/2023 | | F | | 4540 (3) | D | $.4925 | 3205980 | D | |
Class A Common Stock | 5/15/2023 | | M | | 225286 | A | (1) | 3431266 | D | |
Class A Common Stock | 5/15/2023 | | F | | 111697 (3) | D | $.4925 | 3319569 | D | |
Class A Common Stock | 5/15/2023 | | M | | 378078 | A | (1) | 3697647 | D | |
Class A Common Stock | 5/15/2023 | | F | | 187452 (3) | D | $.4925 | 3510195 | D | |
Class A Common Stock | | | | | | | | 617794 | I | See footnote |
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 | | | 158510 | (4) | (5) | Class A Common Stock | 158510 | (1) | 1072957 | D | |
Restricted Stock Units | (1) | 5/15/2023 | | M | | | 824774 | (6) | (5) | Class A Common Stock | 824774 | (1) | 0 | D | |
Restricted Stock Units | (1) | 5/15/2023 | | M | | | 10889 | (6) | (5) | Class A Common Stock | 10889 | (1) | 0 | D | |
Restricted Stock Units | (1) | 5/15/2023 | | M | | | 268242 | (6) | (5) | Class A Common Stock | 268242 | (1) | 0 | D | |
Restricted Stock Units | (1) | 5/15/2023 | | M | | | 9155 | (6) | (5) | Class A Common Stock | 9155 | (1) | 0 | D | |
Restricted Stock Units | (1) | 5/15/2023 | | M | | | 225286 | (7) | (5) | Class A Common Stock | 225286 | (1) | 2478145 | D | |
Restricted Stock Units | (1) | 5/15/2023 | | M | | | 378078 | (7) | (5) | Class A Common Stock | 378078 | (1) | 3402699 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A Common Stock |
(2) | Total includes 10,000 shares purchased on May 15, 2023, pursuant to the Issuer's Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
(3) | 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. |
(4) | These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. |
(5) | The RSUs have no expiration date. |
(6) | These RSUs shall vest in two equal installments on each of February 15, 2023 and May 15, 2023, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date |
(7) | These RSUs will vest in twelve equal installments on each 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, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or the Reporting Person resigns for good reason. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Landesberg Stuart C/O GROVE COLLABORATIVE HOLDINGS, INC. 1301 SANSOME STREET SAN FRANCISCO, CA 94111 | X | X | President & CEO |
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Signatures
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/s/Barbara Wallace, Attorney-in-Fact for Stuart Landesberg | | 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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