Rayhan Arif - Jun 16, 2022 Form 4 Insider Report for Grove Collaborative Holdings, Inc. (GROV)

Role
Director
Signature
/s/ Barbara Wallace, Attorney-in-Fact for Rayhan Arif
Stock symbol
GROV
Transactions as of
Jun 16, 2022
Transactions value $
$0
Form type
4
Date filed
6/21/2022, 09:39 PM
Previous filing
Jun 4, 2021

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 A Shares in Virgin Group Acquisition Holdings II LLC Other $0 -5K -100% $0.00* 0 Jun 16, 2022 Class B Common Stock 73.3K Direct F1, F2, F3
transaction GROV Class A Shares in Virgin Group Acquisition Holdings II LLC Other $0 +5K $0.00 5K Jun 16, 2022 Class A Common Stock 73.3K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person owns Class A Shares in Virgin Group Acquisition Holdings II LLC, a Delaware limited liability company ("Holdings"). Holdings holds an economic interest in Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the "Sponsor"). The Class A Shares in Holdings represent an indirect economic entitlement to the proceeds attributable to holdings of the Sponsor, including holdings of the Issuer. The Class A Shares in Holdings have no expiration date.
F2 In connection with 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"), VGAC II became a Delaware corporation and was renamed Grove Collaborative Holdings, Inc. Upon closing of the Business Combination, each Class B ordinary share of VGAC II was converted into one share of Class A Common Stock of Grove Collaborative Holdings, Inc.
F3 This Form 4 is being filed to reflect that, upon closing of the Business Combination, the shares held directly by the Sponsor, in which the Reporting Person has an indirect economic interest through Holdings, converted from Class B Shares of VGAC II to Class A Common Stock of Grove Collaborative Holdings, Inc. There was no change in the number of Class A Shares of Holdings held by the Reporting Person, and no consideration was paid by the Reporting Person or Holdings in connection with this conversion.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney