Lawrence Cheng - Aug 11, 2023 Form 4 Insider Report for Grove Collaborative Holdings, Inc. (GROV)

Role: Director, 10%+ Owner
Signature: /s/ Barbara Wallace, Attorney-in-Fact for Lawrence Cheng
Stock symbol: GROV
Transactions as of: Aug 11, 2023
Transactions value $: $10,000,000
Form type: 4
Date filed: 8/15/2023, 08:32 PM
Previous filing: Jun 20, 2023
Next filing: Sep 11, 2023

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	Series A Convertible Preferred Stock	Purchase	$10M	+10K		$1,000.00^*	10K	Aug 11, 2023	Class A Common Stock	4.74M	$2.11	See footnote	F1, F2, F3, F4, F5
transaction	GROV	Warrant (Right to Acquire)	Purchase		+1.58M			1.58M	Aug 11, 2023	Class A Common Stock	1.58M	$6.33	See footnote	F1, F5, F6
transaction	GROV	Warrant (Right to Acquire)	Purchase		+20.9K			20.9K	Aug 11, 2023	Class A Common Stock	20.9K	$0.01	See footnote	F1, F5, F6

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

Explanation of Responses:

Id	Content
F1	On August 11, 2023, the Issuer entered into a subscription agreement with Volition Capital Fund IV, L.P. ("Volition Fund IV"), pursuant to which Volition Fund IV paid an aggregate $10.0 million in exchange for 10,000 shares of the Issuer's Series A Convertible Preferred Stock ("Series A Preferred Stock") and also received a warrant to purchase 1,579,778 shares of Class A Common Stock at an exercise price of $6.33 per share and a separate warrant to purchase 20,905 shares of Class A Common Stock at an exercise price of $0.01 per share.
F2	Each share of Series A Preferred Stock shall be convertible into such number of shares of Class A Common Stock equal to the sum of (i) the amount determined by dividing (x) the Series A Original Issue Price (as such term is defined in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer (the "Certificate"), attached as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on August 14, 2023; initially $1,000) plus any declared but unpaid dividends to which such share of Series A Preferred Stock is then entitled by (y) the then-effective Conversion Price (as such term is defined in the Certificate; initially $2.11) and (ii) the Subsequent Issuance Share Adjustment (as such term is defined in the Certificate); (continued in footnote 3)
F3	(continued from footnote 2) provided, however, that no conversion of shares of Series A Preferred Stock into Class A Common Stock shall exceed the Change of Control Cap (as such term is defined in the Certificate) and the Exchange Cap (as such term is defined in the Certificate). Accordingly, this amount is subject to change.
F4	These shares of Series A Preferred Stock have no expiration date. These shares of Series A Preferred Stock are subject to mandatory conversion at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate. In addition, following August 11, 2030, the Issuer can redeem for cash all shares of Series A Preferred Stock at an amount equal to the original purchase price plus any accrued but unpaid dividends as of the redemption date and time.
F5	These securities are directly held by Volition Fund IV. Volition Capital Advisors IV, LLC ("Volition Capital Advisors IV") is the general partner of Volition Fund IV. The managing members of Volition Capital Advisors IV are Lawrence Cheng, a member of the Issuer's board of directors, Sean Cantwell and Roger Hurwitz (collectively, the "Managing Members"). The Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. Volition Capital Advisors IV and each of the Managing Members disclaim beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed an admission that any of them is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F6	These warrants expire on the earlier of (i) August 11, 2026 and (ii) immediately following the consummation of a Liquidation Transaction (as such term is defined in the Subscription Agreement, attached as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on August 14, 2023) in which the Issuer's stockholders receive cash or freely tradable securities.