SEC Form 3
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
BFT (PTC) Ltd
(Last) (First) (Middle)
CRAIGMUIR CHAMBERS
ROAD TOWN
(Street)
TORTOLA D8 VG 1110
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2023 		3. Issuer Name and Ticker or Trading Symbol
Grove Collaborative Holdings, Inc. [ GROV ]
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 of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 4,533,841(1) I See footnote(2)
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: 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
Warrants 06/16/2022 06/16/2027 Class A Common Stock 775,005(3) 0.05 I See footnote(2)
Warrants 07/16/2022 06/16/2027 Class A Common Stock 1,340,000(4) 57.5 I See footnote(2)
1. Name and Address of Reporting Person*
BFT (PTC) Ltd
(Last) (First) (Middle)
CRAIGMUIR CHAMBERS
ROAD TOWN
(Street)
TORTOLA D8 VG 1110
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BFT CLG (PTC) Ltd
(Last) (First) (Middle)
CRAIGMUIR CHAMBERS
ROAD TOWN
(Street)
TORTOLA D8 VG 1110
(City) (State) (Zip)
Explanation of Responses:
1. Consists of (i) 1,994,500 shares of Class A Common Stock owned of record by Virgin Group Acquisition Sponsor II LLC ("Sponsor") and (ii) 2,539,341 shares of Class A Common Stock owned of record by Corvina Holdings Limited ("Corvina").
2. 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. Consists of 775,005 shares of Class A Common Stock underlying 3,875,028 warrants owned of record by Corvina.
4. Consists of 1,340,000 shares of Class A Common Stock underlying 6,700,000 warrants owned of record by Sponsor.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
BFT (PTC) Limited, By: /s/ James Cahillane, as attorney-in-fact 11/03/2023
BFT CLG (PTC) Limited, By: /s/ James Cahillane, as attorney-in-fact 11/03/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.