Form 4 for GROV Grove Collaborative Holdings, Inc.
Accepted 2022-09-01 00:00:00 ET · period of report 2022-08-30 · accession 0000950103-22-015147 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022-09-01 | 2022-08-30 | GROV | Corvina Holdings LTD | 10% | P - Purchase | $0.00 | +3.28M | 22.67M | +17% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-08-30 | P | A | 3,275,182 | $0.00 | 22,669,206 | D | — | — | (F2) (1) the shares of Class B common stock of the Issuer issued to Corvina at the closing of the business combination pursuant to the Agreement and Plan of Merger (dated December 7, 2021, as amended and restated on March 31, 2022) as consideration for the shares of Old Grove common stock received by Corvina under the Backstop Subscription Agreement and (2) the shares of Old Grove common stock Corvina agreed to subscribe for and purchase under the Backstop Subscription Agreement (collectively, the "Post-Combination Backstop Shares") multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the business combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination Backstop Shares outstanding as of immediately following the closing of the business combination. (F1) On August 30, 2022, pursuant to the subscription agreement by and between Corvina Holdings Limited ("Corvina") and Grove Collaborative, Inc., a Delaware public benefit corporation ("Old Grove") dated March 31, 2022 ("Backstop Subscription Agreement"), the Issuer issued to Corvina 3,275,182 shares of the Issuer's Class A common stock, par value $0.0001 (the "Common Stock"). The Backstop Subscription Agreement provided, should the volume weighted average price of the Common Stock be less than $10.00 per share during the 10 trading days commencing on the first trading day after the Issuer's first quarterly earnings call for a fiscal quarter that ends following the closing of the business combination (the "Measurement Period VWAP"), that Corvina would be entitled to receive a number of shares of Common Stock equal to the lesser of (i) the product of (x) the sum of |