Norwest Venture Partners XIII, LP - Nov 23, 2022 Form 4 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: Nov 23, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/17/2023, 09:18 PM
Previous filing: Jun 27, 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	$0	+14.2M	+2842.93%	$0.00	14.7M	Nov 23, 2022	By Norwest Venture Partners XIII, LP	F1, F2

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	Conversion of derivative security	$0	-14.2M	-91.79%	$0.00	1.27M	Nov 23, 2022	Class A Common Stock	14.2M		By Norwest Venture Partners XIII, LP	F1, F2, F3, F4
transaction	GROV	Class B Common Stock	Other	$0	+135K	+10.65%	$0.00	1.41M	Apr 13, 2023	Class A Common Stock	135K		By Norwest Venture Partners XIII, LP	F2, F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	These shares of Class B common stock were converted into Class A common stock on a one-for-one basis for no additional consideration.
F2	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.
F3	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.
F4	Represents 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.
F5	Represents the automatic increase, for no additional consideration, in the number of shares of Class B Common Stock held by the Reporting Person as a result of the rebalancing of Earnout Shares following the forfeiture of certain equity awards of the Issuer by the holders thereof, as required by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022, by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc. This increase is exempt from Section 16 filing by virtue of the exemption provided by Rule 16a-9 and is being reported voluntarily.