SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Virgin Group Acquisition Sponsor II LLC
(Last) (First) (Middle)
C/O VIRGIN MANAGEMENT USA, INC.,
65 BLEECKER STREET, 6TH FLOOR
(Street)
NEW YORK NY 10012
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Grove Collaborative Holdings, Inc. [ GROV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2023
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 4,533,841(1)(2)(3) I See footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $0.05(2) 06/16/2022 06/16/2027 Class A Common Stock 775,005(1)(2)(5) 775,005(2)(5) I See footnote(4)
Warrants $57.5(2) 07/16/2022 06/16/2027 Class A Common Stock 1,340,000(1)(2)(6) 1,340,000(2)(6) I See footnote(4)
1. Name and Address of Reporting Person*
Virgin Group Acquisition Sponsor II LLC
(Last) (First) (Middle)
C/O VIRGIN MANAGEMENT USA, INC.,
65 BLEECKER STREET, 6TH FLOOR
(Street)
NEW YORK NY 10012
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Corvina Holdings LTD
(Last) (First) (Middle)
CRAIGMUIR CHAMBERS
ROAD TOWN
(Street)
TORTOLA D8 VG1110
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Virgin Group Holdings LTD
(Last) (First) (Middle)
CRAIGMUIR CHAMBERS
ROAD TOWN
(Street)
TORTOLA D8 VG1110
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Branson Sir Richard
(Last) (First) (Middle)
BRANSON VILLA
NECKER BEACH ESTATE
(Street)
NECKER ISLAND D8 VG1150
(City) (State) (Zip)
Explanation of Responses:
1. On November 1, 2023, Vieco Investments Limited transferred all of its membership interests in Virgin Group Acquisition Sponsor II LLC ("Sponsor") to Corvina Holdings Limited ("Corvina") and accordingly ceased to be a Reporting Person. Subsequent to such transfer, on November 1, 2023, Sir Richard Branson transferred all of the ordinary shares of Virgin Group Holdings Limited ("VGHL") to BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of his family and related philanthropic causes. The aggregate beneficial ownership of the securities of the Issuer held by Sponsor and Corvina is unchanged as a result of these transactions.
2. Reflects a 1-for-5 reverse stock split of the Issuer's common stock, effective after market close on June 5, 2023. Exercise price stated on a "per share" basis.
3. Consists of (i) 1,994,500 shares of Class A Common Stock owned of record by Sponsor and (ii) 2,539,341 shares of Class A Common Stock owned of record by Corvina.
4. Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by VGHL. 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. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.
5. Consists of 775,000 shares of Class A Common Stock underlying 3,875,028 warrants owned of record by Corvina.
6. Consists of 1,340,000 shares of Class A Common Stock underlying 6,700,000 warrants owned of record by Sponsor.
Remarks:
Exhibit 24 - Power of Attorney
VG Acquisition Sponsor II LLC, By: James Cahillane, as attorney-in-fact 11/03/2023
Corvina Holdings Limited, By: Harold Brunink, as attorney-in-fact 11/03/2023
Virgin Group Holdings Limited, By: Harold Brunink, as attorney-in-fact 11/03/2023
Sir Richard Branson, By: Harold Brunink, 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 4 (b)(v).
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