NextView Ventures II, L.P. - 05 Aug 2022 Form 4 Insider Report for Grove Collaborative Holdings, Inc. (GROV)

Role
10%+ Owner
Signature
NEXTVIEW VENTURES II, L.P. By: NextView Capital Partners II, LLC, its general partner, /s/ Robert Go, By: Robert Go, its Managing Member
Issuer symbol
GROV
Transactions as of
05 Aug 2022
Net transactions value
$0
Form type
4
Filing time
05 Aug 2022, 16:39:48 UTC
Previous filing
05 Aug 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GROV Class A Common Stock 50,100 05 Aug 2022 Direct F1
holding GROV Class A Common Stock 100 05 Aug 2022 By: NextView Ventures II-A, L.P. F2
holding GROV Class A Common Stock 100 05 Aug 2022 By: NextView Ventures I Co-Invest Fund, L.P. F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GROV Class B Common Stock 4,684,890 05 Aug 2022 Class A Common Stock 4,684,890 Direct F1, F4
holding GROV Class B Common Stock 1,749,024 05 Aug 2022 Class A Common Stock 1,749,024 By: NextView Ventures II-A, L.P. F2, F4
holding GROV Class B Common Stock 546,349 05 Aug 2022 Class A Common Stock 546,349 By: NextView Ventures I Co-Invest Fund, L.P. F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

NextView Ventures II, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 These securities are held directly by NextView Ventures II, L.P. ("NextView II"). NextView Capital Partners II, LLC ("NextView GP II"), the general partner of NextView II, may be deemed to have voting and investment power with respect to the shares held by NextView II. NextView GP II disclaims beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
F2 These securities are held directly by NextView Ventures II-A, L.P. ("NextView II-A"). NextView GP II, the general partner of NextView II-A, may be deemed to have voting and investment power with respect to the shares held by NextView II-A. NextView GP II disclaims beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
F3 These securities are held directly by NextView Ventures I Co-Invest Fund, L.P. ("NextView Co-Invest"). NextView Capital Partners Co-Invest, LLC ("NextView GP Co-Invest"), the general partner of NextView Co-Invest, may be deemed to have voting and investment power with respect to the shares held by NextView Co-Invest. NextView GP Co-Invest disclaims beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
F4 Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the holder's election for no additional consideration and has no expiration date.

Remarks:

This Form 4 is not being filed in connection with the acquisition or disposition of any securities of the Issuer. NextView II entered into the Letter Agreement Regarding Restriction On Conversion Of Class B Common Stock with the Issuer (the "Agreement") on August 5, 2022. The Agreement provides that the holder of Class B Common Stock will not have a right to convert, subject to certain exceptions, the Class B Common Stock for Class A Common Stock if, as a result of such conversion, NextView II, together with its affiliates (which includes the Reporting Persons), would exceed a beneficial ownership limitation of 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted. By virtue of the Agreement, the Reporting Persons are no longer subject to Section 16.