Form 4 for GROV Grove Collaborative Holdings, Inc.
Accepted 2022-06-21 00:00:00 ET · period of report 2022-06-16 · accession 0001140361-22-023767 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-06-21 | 2022-06-16 | GROV | Landesberg Stuart | Pres, CEO, Dir, 10% | C - Cnv Deriv | — | +100 | 2,600 | +4% | — |
| DI | 2022-06-21 | 2022-06-16 | GROV | Landesberg Stuart | Pres, CEO, Dir, 10% | C - Cnv Deriv | — | +100 | 100 | New | — |
| D | 2022-06-21 | 2022-06-16 | GROV | Landesberg Stuart | Pres, CEO, Dir, 10% | A - Grant | $10.00 | +2,500 | 2,500 | New | +$25.0K |
| DI | 2022-06-21 | 2022-06-16 | GROV | Landesberg Stuart | Pres, CEO, Dir, 10% | A - Grant | $0.00 | +679.5K | 679.5K | New | $0 |
| D | 2022-06-21 | 2022-06-16 | GROV | Landesberg Stuart | Pres, CEO, Dir, 10% | C - Cnv Deriv | $0.00 | -100 | 1.34M | -0.0% | $0 |
| DI | 2022-06-21 | 2022-06-16 | GROV | Landesberg Stuart | Pres, CEO, Dir, 10% | C - Cnv Deriv | $0.00 | -100 | 679.4K | -0.0% | $0 |
| DM | 2022-06-21 | 2022-06-16 | GROV | Landesberg Stuart | Pres, CEO, Dir, 10% | A - Grant | $0.00 | +12.98M | 1.34M | New | $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 | 2022-06-16 | C | A | 100 | — | 2,600 | D | — | — | (F4) Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. |
| 2 | Common | Class A Common Stock | 2022-06-16 | C | A | 100 | — | 100 | I | — | — | (F4) Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. |
| 3 | Common | Class A Common Stock | 2022-06-16 | A | A | 2,500 | $10.00 | 2,500 | D See footnote | — | — | (F13) These securities are directly held by The Landesberg Living Trust, dated October 15, 2021, for which the Reporting Person and his spouse serve as co-trustees. |
| 4 | Derivative | Class B Common Stock | 2022-06-16 | A | A | 679,457 | $0.00 | 679,457 | I See footnote | — · — to — | 679,457 Class A Common Stock | (F6) The Milestones are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. (F7) This amount includes 55,813 Earnout Shares, which are subject to the Milestones described in footnote 6 above. (F13) These securities are directly held by The Landesberg Living Trust, dated October 15, 2021, for which the Reporting Person and his spouse serve as co-trustees. (F4) Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. |
| 5 | Derivative | Class B Common Stock | 2022-06-16 | C | D | 100 | $0.00 | 1,336,907 | D | — · — to — | 100 Class A Common Stock | (F5) This amount includes an additional 1,065,849 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 6 below. (F6) The Milestones are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. (F4) Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. |
| 6 | Derivative | Class B Common Stock | 2022-06-16 | C | D | 100 | $0.00 | 679,357 | I | — · — to — | 100 Class A Common Stock | (F6) The Milestones are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. (F7) This amount includes 55,813 Earnout Shares, which are subject to the Milestones described in footnote 6 above. (F4) Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. |
| 7 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | A | A | 2,653,531 | $0.00 | 2,653,531 | D | $0.64 · — to 2028-03-29 | 2,653,531 Class B Common Stock | (F8) This option is fully vested and is currently exercisable at any time. |
| 8 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | A | A | 4,278,593 | $0.00 | 4,278,593 | D | $1.92 · — to 2029-05-30 | 4,278,593 Class B Common Stock | (F9) This option vested 25% on December 21, 2019, and then vests quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason, including but not limited to following a change in control. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase. |
| 9 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | A | A | 3,677,461 | $0.00 | 3,677,461 | D | $3.77 · — to 2031-02-14 | 3,677,461 Class B Common Stock | (F10) This option vests quarterly for 48 months starting with the first quarter following January 1, 2021, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason, including but not limited to following a change in control. |
| 10 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | A | A | 1,017,170 | $0.00 | 1,017,170 | D | $3.77 · — to 2031-02-14 | 1,017,170 Class B Common Stock | (F11) This option vests on the earlier of (i) such time as the 20-day trading day volume-weighted average price of the Issuer's common stock is at least $12.78 per share, or (ii) immediately prior to the consummation of certain corporate transactions in which the holders of shares of the Issuer's common stock will receive, in exchange for such shares, cash or other consideration the aggregate amount of $12.78 per share, subject to the Reporting Person's continuous service on the date of such milestone, with accelerated vesting if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason, including but not limited to following a change in control. |
| 11 | Derivative | Warrant (Right to Acquire) | 2022-06-16 | A | A | 11,760 | $0.00 | 11,760 | D | $8.51 · — to 2022-10-15 | 11,760 Class B Common Stock | (F12) These warrants are currently exercisable. |
| 12 | Derivative | Class B Common Stock | 2022-06-16 | A | A | 1,337,007 | $0.00 | 1,337,007 | D See footnote | — · — to — | 1,337,007 Class A Common Stock | (F5) This amount includes an additional 1,065,849 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 6 below. (F6) The Milestones are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. (F13) These securities are directly held by The Landesberg Living Trust, dated October 15, 2021, for which the Reporting Person and his spouse serve as co-trustees. (F4) Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. |