Virgin Group Acquisition Sponsor II LLC - Jun 16, 2022 Form 4 Insider Report for Grove Collaborative Holdings, Inc. (GROV)

Role: 10%+ Owner
Signature: VG Acquisition Sponsor II LLC, By: James Cahillane, as attorney-in-fact
Stock symbol: GROV
Transactions as of: Jun 16, 2022
Transactions value $: $76,803,990
Form type: 4
Date filed: 6/21/2022, 07:48 PM
Next filing: Sep 1, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GROV	Class A Common Stock	Conversion of derivative security	$0	+9.97M		$0.00	9.97M	Jun 16, 2022	Direct	F1, F5, F7, F8
transaction	GROV	Class A Common Stock	Purchase	$0	+2.75M	+27.58%	$0.00	12.7M	Jun 16, 2022	Direct	F2, F6, F7, F8
transaction	GROV	Class A Common Stock	Purchase	$16.7M	+1.67M	+13.14%	$10.00	14.4M	Jun 16, 2022	Direct	F3, F6, F7, F8
transaction	GROV	Class A Common Stock	Purchase	$50M	+5M	+34.74%	$10.00	19.4M	Jun 16, 2022	Direct	F4, F6, F7, F8

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
transaction	GROV	Class B Ordinary Shares	Conversion of derivative security		-10.1M	-100%		0	Jun 16, 2022	Class A Common Stock	9.97M		Direct	F1, F5, F7, F8
transaction	GROV	Warrants	Purchase	$38.8K	+3.88M		$0.01^*	3.88M	Jun 16, 2022	Class A Common Stock	3.88M	$0.01	Direct	F3, F6, F7, F8
transaction	GROV	Warrants	Purchase	$10.1M	+6.7M		$1.50	6.7M	Jun 16, 2022	Class A Common Stock	6.7M	$11.50	Direct	F5, F7, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.
F2	Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction.
F3	Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share.
F4	Acquired through private placement transaction.
F5	Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.
F6	Corvina Holdings Limited is the record holder of these Shares.
F7	Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.
F8	Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.
F9	Represents warrants that were converted in connection with the closing of the Transaction to purchase one Share at $11.50 per Share. The warrants were purchased as private placement warrants at $1.50 per Share with an exercise price of $11.50 per Share.