Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sculptor Capital Management, Inc.

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2022

3. Issuer Name and Ticker or Trading Symbol
Grove Collaborative Holdings, Inc. [GROV]

(Last)

(First)

(Middle)

9 WEST 57TH STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)
06/27/2022

(Street)

NEW YORK, NY 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	91,105	I	By Sculptor Special Funding, LP ⁽¹⁾ ⁽⁹⁾
Class A Common Stock	20,855	I	By Sculptor Credit Opportunities Master Fund, Ltd. ⁽²⁾
Class A Common Stock	71,375	I	By Sculptor Enhanced Master Fund, Ltd. ⁽³⁾
Class A Common Stock	20,855	I	By Sculptor SC II LP ⁽⁴⁾
Class A Common Stock	434,850	I	By Sculptor Master Fund, Ltd. ⁽⁵⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	9,956,536 ⁽⁸⁾	$ ⁽⁶⁾	I	By SCM GC Investments Limited ⁽⁷⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sculptor Capital Management, Inc. 9 WEST 57TH STREET NEW YORK, NY 10019		X
Sculptor Capital Holding II LLC 9 WEST 57TH STREET NEW YORK, NY 10019		X

Signatures

SCULPTOR CAPITAL MANAGEMENT, INC, /s/ Wayne Cohen, President and Chief Operating Officer		07/08/2022
^**Signature of Reporting Person		Date
SCULPTOR CAPITAL HOLDING II LLC, /s/ Wayne Cohen, President and Chief Operating Officer		07/08/2022
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Sculptor Capital LP is the investment adviser to Sculptor Special Funding, LP. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Special Funding, LP. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Special Funding, LP except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(2)	Sculptor Capital LP is the investment adviser to Sculptor Credit Opportunities Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Credit Opportunities Master Fund, Ltd. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Credit Opportunities Master Fund, Ltd. except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(3)	Sculptor Capital LP is the investment adviser to Sculptor Enhanced Master Fund Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Enhanced Master Fund Ltd. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Enhanced Master Fund Ltd. except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(4)	Sculptor Capital II LP is the investment adviser to Sculptor SC II LP. Sculptor Capital Holding II LLC serves as the sole general partner of Sculptor Capital II LP. Sculptor Capital Management, Inc. is a holding company that is the sole member of Sculptor Capital Holding II LLC. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor SC II LP. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor CS II LP. except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(5)	Sculptor Capital LP is the investment adviser to Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Master Fund LP. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Master Fund LP except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(6)	Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.
(7)	SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. and Sculptor Enhanced Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Enhanced Master Fund Ltd. and Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by SCM GC Investments Limited. Each of the foregoing entities disclaims beneficial ownership of the shares held by SCM GC Investments Limited except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(8)	Includes 817,868 shares of Class B Common Stock subject to forfeiture in connection with certain earnout thresholds.
(9)	This amendment is being filed to include SCM GC Investments Limited, Sculptor Special Funding, LP, Sculptor Master Fund, Ltd., Sculptor Capital Holding Corporation and Sculptor Capital Holding II LLC as additional reporting persons with respect to the transactions previously reported on a Form 3 filed on June 27, 2022.
Remarks: Form 2 of 2

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