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).

1. Name and Address of Reporting Person^*

REPLOGLE JOHN B

(Last)

(First)

(Middle)

C/O GROVE COLLABORATIVE HOLDINGS, INC.

1301 SANSOME STREET

(Street)

SAN FRANCISCO

94111

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

**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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2023		M		29,400	A	⁽¹⁾	827,600	D
Class A Common Stock	05/15/2023		M		15,465	A	⁽¹⁾	843,065	D
Class A Common Stock	05/15/2023		M		142,156	A	⁽¹⁾	985,221	D
Class A Common Stock								267	I	See footnote⁽²⁾

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/15/2023		M			29,400	⁽³⁾	⁽⁴⁾	Class A Common Stock	29,400	⁽¹⁾	215,613	D
Restricted Stock Units	⁽¹⁾	05/15/2023		M			15,465	⁽⁵⁾	⁽⁴⁾	Class A Common Stock	15,465	⁽¹⁾	154,650	D
Restricted Stock Units	⁽¹⁾	05/15/2023		M			142,156	⁽⁶⁾	⁽⁴⁾	Class A Common Stock	142,156	⁽¹⁾	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A Common Stock

2. These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.

3. These RSUs vested 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.

4. The RSUs have no expiration date.

5. These RSUs vest approximately as follows: with respect to 201,039 RSUs, 15,459 vested and settled on November 15, 2022, and the rest will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

6. These RSUs will fully vest on the earlier of May 15, 2023 or the date of the 2023 Annual Meeting of Stockholders.

	/s/Barbara Wallace, Attorney-in-Fact for John B. Replogle	05/17/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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