John B. Replogle - Jun 16, 2022 Form 4 Insider Report for Grove Collaborative Holdings, Inc. (GROV)

Role
Director
Signature
/s/ Barbara Wallace, Attorney-in-Fact for John Replogle
Stock symbol
GROV
Transactions as of
Jun 16, 2022
Transactions value $
$0
Form type
4
Date filed
6/21/2022, 09:40 PM
Previous filing
May 23, 2022
Next filing
Aug 22, 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 +226K 226K Jun 16, 2022 Direct F3, F9
transaction GROV Class A Common Stock Conversion of derivative security +267 267 Jun 16, 2022 See footnote F3, F8, F9

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 Common Stock Award $0 +317K $0.00 317K Jun 16, 2022 Class A Common Stock 317K Direct F1, F2, F3, F4, F5
transaction GROV Class B Common Stock Award $0 +291 $0.00 291 Jun 16, 2022 Class A Common Stock 291 See footnote F1, F2, F3, F5, F6, F8
transaction GROV Class B Common Stock Conversion of derivative security $0 -226K -71.44% $0.00 90.4K Jun 16, 2022 Class A Common Stock 226K Direct F3, F4, F5, F9
transaction GROV Class B Common Stock Conversion of derivative security $0 -267 -91.75% $0.00 24 Jun 16, 2022 Class A Common Stock 267 See footnote F3, F5, F6, F8, F9
transaction GROV Stock Option (Right to Buy) Award $0 +392K $0.00 392K Jun 16, 2022 Class B Common Stock 392K $7.43 Direct F1, F2, F7
transaction GROV Stock Option (Right to Buy) Conversion of derivative security $0 -392K -100% $0.00* 0 Jun 16, 2022 Class B Common Stock 392K $7.43 Direct F7, F9
transaction GROV Stock Option (Right to Buy) Conversion of derivative security $0 +392K $0.00 392K Jun 16, 2022 Class A Common Stock 392K $7.43 Direct F7, F9
transaction GROV Restricted Stock Units Award $0 +392K $0.00 392K Jun 16, 2022 Class B Common Stock 392K Direct F1, F2, F10
transaction GROV Restricted Stock Units Conversion of derivative security $0 -392K -100% $0.00* 0 Jun 16, 2022 Class B Common Stock 392K Direct F9, F10
transaction GROV Restricted Stock Units Conversion of derivative security $0 +392K $0.00 392K Jun 16, 2022 Class A Common Stock 392K Direct F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities were issued upon closing of the mergers (the "Business Combination") contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022, (the "Merger Agreement") by and among Virgin Group Acquisition Corp. II, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.
F2 Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 4 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.
F3 Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer.
F4 This amount includes an additional 90,412 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.
F5 The Milestones are defined in the Merger Agreement as follows: (i) 50% of the Earnout Shares automatically vest if the daily volume weighted average price ("VWAP") of the shares of Class A Common Stock is greater than or equal to $12.50 per share for any 20 trading days within any 30-trading-day period; and (ii) 50% of the Earnout Shares automatically vest if the daily VWAP of the shares of Class A Common Stock is greater than or equal to $15.00 per share for any 20 trading days within any 30-trading-day period, each subject to certain change-of-control provisions. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis.
F6 This amount includes 24 Earnout Shares, which are subject to the Milestones described in footnote 5 above.
F7 This option vested 30% on November 9, 2022, and then vests 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each quarter subsequent quarter of continuous service for the following two years.
F8 These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.
F9 In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.
F10 These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.