Virgin Group Acquisition Sponsor II LLC - Mar 8, 2024 Form 4 Insider Report for Grove Collaborative Holdings, Inc. (GROV)

Role
10%+ Owner
Signature
/s/ Harold Brunink, as attorney-in-fact
Stock symbol
GROV
Transactions as of
Mar 8, 2024
Transactions value $
$0
Form type
4
Date filed
3/12/2024, 09:20 PM
Previous filing
Nov 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GROV Class A Common Stock Disposed to Issuer $0 -845K -18.64% $0.00 3.69M Mar 8, 2024 See Footnotes F1, F2, F5, F6
transaction GROV Class A Common Stock Award $0 +237K +6.41% $0.00 3.93M Mar 8, 2024 See Footnotes F1, F3, F4, F5, F6

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 Warrants Disposed to Issuer -1.3M -100% 0 Mar 8, 2024 Class A Common Stock 1.3M $57.50 See footnote F1, F5, F6, F7
transaction GROV Warrants Award +1.08M 1.08M Mar 8, 2024 Class A Common Stock 1.08M $57.50 See footnote F1, F5, F6, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").
F2 Reflects the distribution of Shares to members of Sponsor.
F3 Reflects the acquisition of Shares by Corvina in connection with the distribution described in footnotes 1 and 2 above.
F4 Consists of (i) 1,149,320 Shares owned of record by Sponsor and (ii) 2,775,867 Shares owned of record by Corvina.
F5 Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.
F6 As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.
F7 Reflects the distribution of Warrants to members of Sponsor.
F8 Reflects the acquisition of Warrants by Corvina in connection with the distribution described in footnotes 1 and 7 above.
F9 Consists of 1,077,195 shares of Class A Common Stock underlying 5,385,977 warrants owned of record by Corvina.