Form 4 for GROV Grove Collaborative Holdings, Inc.
Accepted 2022-06-21 00:00:00 ET · period of report 2022-06-16 · accession 0001140361-22-023768 · 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 | 2022-06-21 | 2022-06-16 | GROV | Costin Delida | Ch. Legal, People Off, Secy | C - Cnv Deriv | — | +100 | 100 | New | — |
| DM | 2022-06-21 | 2022-06-16 | GROV | Costin Delida | Ch. Legal, People Off, Secy | C - Cnv Deriv | $0.00 | 0 | 58.8K | New | $0 |
| DM | 2022-06-21 | 2022-06-16 | GROV | Costin Delida | Ch. Legal, People Off, Secy | A - Grant | $0.00 | +1.55M | 529.2K | New | $0 |
| DI | 2022-06-21 | 2022-06-16 | GROV | Costin Delida | Ch. Legal, People Off, Secy | C - Cnv Deriv | $0.00 | -100 | 17.5K | -0.6% | $0 |
| DI | 2022-06-21 | 2022-06-16 | GROV | Costin Delida | Ch. Legal, People Off, Secy | A - Grant | $0.00 | +17.6K | 17.6K | 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 | — | 100 | I See footnote | — | — | (F3) 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. (F12) These securities are directly held by the Weatherspoon Costin Family Trust, for which the Reporting Person and her spouse serve as co-trustees. |
| 2 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | C | D | 470,416 | $0.00 | 0 | D | $1.92 · — to 2029-05-30 | 470,416 Class B Common Stock | (F9) This option vested 25% on May 20, 2020, 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 following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. |
| 3 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | C | A | 470,416 | $0.00 | 470,416 | D | $1.92 · — to 2029-05-30 | 470,416 Class A Common Stock | (F9) This option vested 25% on May 20, 2020, 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 following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. |
| 4 | Derivative | Restricted Stock Units | 2022-06-16 | A | A | 235,208 | $0.00 | 235,208 | D | — · — to — | 235,208 Class B Common Stock | (F10) These RSUs vest in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. The RSUs have no expiration date. |
| 5 | Derivative | Restricted Stock Units | 2022-06-16 | C | D | 235,208 | $0.00 | 0 | D | — · — to — | 235,208 Class B Common Stock | (F10) These RSUs vest in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. The RSUs have no expiration date. |
| 6 | Derivative | Restricted Stock Units | 2022-06-16 | C | A | 235,208 | $0.00 | 235,208 | D | — · — to — | 235,208 Class A Common Stock | (F10) These RSUs vest in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. The RSUs have no expiration date. |
| 7 | Derivative | Restricted Stock Units | 2022-06-16 | A | A | 58,802 | $0.00 | 58,802 | D | — · — to — | 58,802 Class B Common Stock | (F11) These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. The RSUs have no expiration date. |
| 8 | Derivative | Restricted Stock Units | 2022-06-16 | C | D | 58,802 | $0.00 | 0 | D | — · — to — | 58,802 Class B Common Stock | (F11) These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. The RSUs have no expiration date. |
| 9 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | A | A | 470,416 | $0.00 | 470,416 | D | $1.92 · — to 2029-05-30 | 470,416 Class B Common Stock | (F9) This option vested 25% on May 20, 2020, 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 following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. |
| 10 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | C | A | 129,364 | $0.00 | 129,364 | D | $1.92 · — to 2030-01-14 | 129,364 Class A Common Stock | (F8) This option vested 25% on January 7, 2021, 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 following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase. |
| 11 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | C | D | 129,364 | $0.00 | 0 | D | $1.92 · — to 2030-01-14 | 129,364 Class B Common Stock | (F8) This option vested 25% on January 7, 2021, 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 following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase. |
| 12 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | A | A | 129,364 | $0.00 | 129,364 | D | $1.92 · — to 2030-01-14 | 129,364 Class B Common Stock | (F8) This option vested 25% on January 7, 2021, 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 following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase. |
| 13 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | C | A | 529,218 | $0.00 | 529,218 | D | $3.77 · — to 2031-02-14 | 529,218 Class A Common Stock | (F7) 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 following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. |
| 14 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | C | D | 529,218 | $0.00 | 0 | D | $3.77 · — to 2031-02-14 | 529,218 Class B Common Stock | (F7) 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 following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. |
| 15 | Derivative | Restricted Stock Units | 2022-06-16 | C | A | 58,802 | $0.00 | 58,802 | D | — · — to — | 58,802 Class A Common Stock | (F11) These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. The RSUs have no expiration date. |
| 16 | Derivative | Class B Common Stock | 2022-06-16 | C | D | 100 | $0.00 | 17,515 | I | — · — to — | 100 Class A Common Stock | (F5) 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. (F6) This amount includes 1,447 Earnout Shares, which are subject to the Milestones described in footnote 5 above. (F3) 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. |
| 17 | Derivative | Class B Common Stock | 2022-06-16 | A | A | 17,615 | $0.00 | 17,615 | I See footnote | — · — to — | 17,615 Class A Common Stock | (F5) 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. (F6) This amount includes 1,447 Earnout Shares, which are subject to the Milestones described in footnote 5 above. (F12) These securities are directly held by the Weatherspoon Costin Family Trust, for which the Reporting Person and her spouse serve as co-trustees. (F3) 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. |
| 18 | Derivative | Class B Common Stock | 2022-06-16 | A | A | 127,351 | $0.00 | 127,351 | D See footnote | — · — to — | 127,351 Class A Common Stock | (F5) 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) This amount consists entirely of 127,351 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 5 below. (F12) These securities are directly held by the Weatherspoon Costin Family Trust, for which the Reporting Person and her spouse serve as co-trustees. (F3) 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. |
| 19 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | A | A | 529,218 | $0.00 | 529,218 | D | $3.77 · — to 2031-02-14 | 529,218 Class B Common Stock | (F7) 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 following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. |