Mayfield Xv, A Cayman Islands Exempted Limited Partnership - Jun 16, 2022 Form 3/A - Amendment Insider Report for Grove Collaborative Holdings, Inc. (GROV)

Role: 10%+ Owner
Signature: Mayfield XV, a Cayman Islands Exempted Limited Partnership, By: Mayfield XV Management (EGP), L.P., its general partner, By: Mayfield XV Management (UGP), Ltd., its general partner, By: /s/ Paul Kohli, Authorized Signatory
Stock symbol: GROV
Transactions as of: Jun 16, 2022
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 6/27/2022, 04:31 PM
Date Of Original Report: Jun 21, 2022
Next filing: Jul 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GROV	Class A Common Stock						200K	Jun 16, 2022	By Mayfield Select, a Cayman Islands Exempted Limited Partnership	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	13.3M		By Mayfield XV, a Cayman Islands Exempted Limited Partnership	F2, F3, F4
holding	GROV	Class B Common Stock							Jun 16, 2022	Class A Common Stock	2.35M		By Mayfield Select, a Cayman Islands Exempted Limited Partnership	F1, F3, F5

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

Explanation of Responses:

Id	Content
F1	Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company ("MF Select UGP") is the general partner of Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership ("MF Select EGP"), which is the general partner of Mayfield Select, a Cayman Islands Exempted Limited Partnership ("MF Select"). Rajeev Batra, Navin Chaddha and Urshit Parikh are the directors of MF Select UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by MF Select, but each of the individuals disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.
F2	Mayfield XV Management (UGP), Ltd., a Cayman Islands Exempted Company ("MF XV UGP"), is the general partner of Mayfield XV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership ("MF XV EGP"), which is the general partner of Mayfield XV, a Cayman Islands Exempted Limited Partnership ("MF XV"). Rajeev Batra, Navin Chaddha and Urshit Parikh are the directors of MF XV UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by MF XV, but each of the individuals disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.
F3	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 reporting person's election and has no expiration date.
F4	This amount includes 1,093,524 restricted shares of Class B Common Stock that will vest in two substantially equal installments if the Issuer's Class A common stock if the daily volume weighted average price ("VWAP") per share of the Issuer's Class A Common Stock for any 20 trading days within any 30-trading-day period prior to June 16, 2032 equals or exceeds the following thresholds: $12.50 and $15.00.
F5	This amount includes 193,440 restricted shares of Class B Common Stock that will vest in two substantially equal installments if the Issuer's Class A common stock if the daily volume weighted average price ("VWAP") per share of the Issuer's Class A Common Stock for any 20 trading days within any 30-trading-day period prior to June 16, 2032 equals or exceeds the following thresholds: $12.50 and $15.00.

Remarks:

The Form 3 originally filed by the Reporting Persons inadvertently omitted the Earnout Shares held by Mayfield XV and MF Select. This amendment is being filed to correct the amounts in Table II, column 3 of the Form 3, and the information in Table I has been restated without amendment for completeness.