Form 4 for GROV Grove Collaborative Holdings, Inc.
Accepted 2022-06-21 00:00:00 ET · period of report 2022-06-16 · accession 0001140361-22-023770 · 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 | REPLOGLE JOHN B | Dir | C - Cnv Deriv | — | +267 | 267 | New | — |
| D | 2022-06-21 | 2022-06-16 | GROV | REPLOGLE JOHN B | Dir | C - Cnv Deriv | — | +226.2K | 226.2K | New | — |
| DM | 2022-06-21 | 2022-06-16 | GROV | REPLOGLE JOHN B | Dir | C - Cnv Deriv | $0.00 | -226.2K | 392.0K | -37% | $0 |
| DM | 2022-06-21 | 2022-06-16 | GROV | REPLOGLE JOHN B | Dir | A - Grant | $0.00 | +1.10M | 316.6K | New | $0 |
| DI | 2022-06-21 | 2022-06-16 | GROV | REPLOGLE JOHN B | Dir | C - Cnv Deriv | $0.00 | -267 | 24 | -92% | $0 |
| DI | 2022-06-21 | 2022-06-16 | GROV | REPLOGLE JOHN B | Dir | A - Grant | $0.00 | +291 | 291 | 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 | 267 | — | 267 | I | — | — | (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. |
| 2 | Common | Class A Common Stock | 2022-06-16 | C | A | 226,203 | — | 226,203 | D 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. (F8) These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager. |
| 3 | Derivative | Restricted Stock Units | 2022-06-16 | C | D | 392,025 | $0.00 | 0 | D | — · — to — | 392,025 Class B Common Stock | (F10) These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date. |
| 4 | Derivative | Restricted Stock Units | 2022-06-16 | A | A | 392,025 | $0.00 | 392,025 | D | — · — to — | 392,025 Class B Common Stock | (F10) These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date. |
| 5 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | C | A | 392,025 | $0.00 | 392,025 | D | $7.43 · — to 2031-11-08 | 392,025 Class A Common Stock | (F7) This option vested 30% on November 9, 2022, and then vests 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each quarter subsequent quarter of continuous service for the following two years. |
| 6 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | C | D | 392,025 | $0.00 | 0 | D | $7.43 · — to 2031-11-08 | 392,025 Class B Common Stock | (F7) This option vested 30% on November 9, 2022, and then vests 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each quarter subsequent quarter of continuous service for the following two years. |
| 7 | Derivative | Stock Option (Right to Buy) | 2022-06-16 | A | A | 392,025 | $0.00 | 392,025 | D | $7.43 · — to 2031-11-08 | 392,025 Class B Common Stock | (F7) This option vested 30% on November 9, 2022, and then vests 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each quarter subsequent quarter of continuous service for the following two years. |
| 8 | Derivative | Class B Common Stock | 2022-06-16 | C | D | 267 | $0.00 | 24 | I | — · — to — | 267 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 24 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. |
| 9 | Derivative | Class B Common Stock | 2022-06-16 | C | D | 226,203 | $0.00 | 90,412 | D | — · — to — | 226,203 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 includes an additional 90,412 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. (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. |
| 10 | Derivative | Class B Common Stock | 2022-06-16 | A | A | 291 | $0.00 | 291 | I See footnote | — · — to — | 291 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 24 Earnout Shares, which are subject to the Milestones described in footnote 5 above. (F8) These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager. (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. |
| 11 | Derivative | Restricted Stock Units | 2022-06-16 | C | A | 392,025 | $0.00 | 392,025 | D | — · — to — | 392,025 Class A Common Stock | (F10) These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date. |
| 12 | Derivative | Class B Common Stock | 2022-06-16 | A | A | 316,615 | $0.00 | 316,615 | D See footnote | — · — to — | 316,615 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. (F4) This amount includes an additional 90,412 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. (F8) These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager. (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. |