Form 4 for GROV Grove Collaborative Holdings, Inc.

Accepted 2023-11-03 00:00:00 ET · period of report 2023-11-01 · accession 0000950157-23-001120 · 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
DI	2023-11-03	2023-11-01	GROV	VIECO INVESTMENTS LTD	Former 10% Owner	J - Other	$0.00	-4.53M	0	-100%	$0
DMI	2023-11-03	2023-11-01	GROV	VIECO INVESTMENTS LTD	Former 10% Owner	J - Other	$0.00	-2.12M	0	-100%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2023-11-01	J	D	4,533,841	$0.00	I See footnote	—	—	(F2) Reflects a 1-for-5 reverse stock split of the Issuer's common stock, effective after market close on June 5, 2023. (F3) Consists of (i) 1,994,500 shares of Class A Common Stock owned of record by Sponsor and (ii) 2,539,341 shares of Class A Common Stock owned of record by Corvina. (F1) On November 1, 2023, Vieco Investments Limited ("Vieco") transferred all of its membership interests in Virgin Group Acquisition Sponsor II LLC ("Sponsor") to Corvina Holdings Limited ("Corvina"). The aggregate beneficial ownership of the securities of the Issuer held by Sponsor and Corvina is unchanged as a result of these transactions. This Form 4 is being filed to report that Vieco is no longer a beneficial owner of securities of the Issuer. (F4) Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings Limited ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Mr. Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Mr. Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.
2	Derivative	Warrants	2023-11-01	J	D	1,340,000	$0.00	I See footnote	$57.50 · 2022-07-16 to 2027-06-16	1,340,000 Class A Common Stock	(F6) Consists of 1,340,000 shares of Class A Common Stock underlying 6,700,000 warrants owned of record by Sponsor. (F2) Reflects a 1-for-5 reverse stock split of the Issuer's common stock, effective after market close on June 5, 2023. (F1) On November 1, 2023, Vieco Investments Limited ("Vieco") transferred all of its membership interests in Virgin Group Acquisition Sponsor II LLC ("Sponsor") to Corvina Holdings Limited ("Corvina"). The aggregate beneficial ownership of the securities of the Issuer held by Sponsor and Corvina is unchanged as a result of these transactions. This Form 4 is being filed to report that Vieco is no longer a beneficial owner of securities of the Issuer. (F4) Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings Limited ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Mr. Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Mr. Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.
3	Derivative	Warrants	2023-11-01	J	D	775,005	$0.00	I See footnote	$0.05 · 2022-06-16 to 2027-06-16	775,005 Class A Common Stock	(F2) Reflects a 1-for-5 reverse stock split of the Issuer's common stock, effective after market close on June 5, 2023. (F5) Consists of 775,000 shares of Class A Common Stock underlying 3,875,028 warrants owned of record by Corvina. (F1) On November 1, 2023, Vieco Investments Limited ("Vieco") transferred all of its membership interests in Virgin Group Acquisition Sponsor II LLC ("Sponsor") to Corvina Holdings Limited ("Corvina"). The aggregate beneficial ownership of the securities of the Issuer held by Sponsor and Corvina is unchanged as a result of these transactions. This Form 4 is being filed to report that Vieco is no longer a beneficial owner of securities of the Issuer. (F4) Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings Limited ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Mr. Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Mr. Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.