Norwest Venture Partners XIII, LP - Jun 16, 2022 Form 3 Insider Report for Grove Collaborative Holdings, Inc. (GROV)

Role: 10%+ Owner
Signature: Norwest Venture Partners XIII, LP, By: Genesis VC Partners XIII, LLC, its general partner, By: NVP Associates, LLC, its managing member, By /s/ Matthew De Dominicis, Chief Financial Officer
Stock symbol: GROV
Transactions as of: Jun 16, 2022
Transactions value $: $0
Form type: 3
Date filed: 6/27/2022, 05:16 PM
Next filing: Apr 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GROV	Class A Common Stock						500K	Jun 16, 2022	By Norwest Venture Partners XIII, LP	F1

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							Jun 16, 2022	Class A Common Stock	15.5M		By Norwest Venture Partners XIII, LP	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	The securities are directly held by Norwest Venture Partners XIII, LP ("NVP XIII"). Genesis VC Partners XIII, LLC ("Genesis XIII") is the general partner of NVP XIII and NVP Associates, LLC ("NVP Associates") is the managing member of Genesis XIII. Genesis XIII, NVP Associates and Jeffrey Crowe, Promod Haque and Jon E. Kossow, as Co-Chief Executive Officers of NVP Associates, may be deemed to share voting and dispositive power over the shares held by NVP XIII. Each of Genesis XIII, NVP Associates and Messrs. Crowe, Haque and Kossow disclaims beneficial ownership of the securities held by NVP XIII except to the extent of its or his pecuniary interest therein.
F2	Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis for no additional consideration at the Reporting Person's election and has no expiration date.
F3	This amount includes 1,272,396 restricted shares of Class B Common Stock that will vest upon the achievement of certain earnout thresholds prior to June 16, 2032 (the "Earnout Shares") 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.