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^*

Clark Christopher

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2024

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

**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	08/15/2024		M		13,572	A	⁽¹⁾	125,916	D
Class A Common Stock	08/15/2024		F		6,223⁽²⁾	D	$1.27	119,693	D
Class A Common Stock	08/15/2024		M		12,181	A	⁽¹⁾	131,874	D
Class A Common Stock	08/15/2024		F		5,586⁽²⁾	D	$1.27	126,288	D
Class A Common Stock	08/15/2024		M		21,542	A	⁽¹⁾	147,830	D
Class A Common Stock	08/15/2024		F		9,877⁽²⁾	D	$1.27	137,953	D
Class A Common Stock	08/15/2024		M		2,281	A	⁽¹⁾	140,234	D
Class A Common Stock	08/15/2024		F		1,046⁽²⁾	D	$1.27	139,188	D

**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⁾	08/15/2024		M			13,572	⁽³⁾	⁽⁴⁾	Class A Common Stock	13,572	⁽¹⁾	135,719	D
Restricted Stock Units	⁽¹⁾	08/15/2024		M			12,181	⁽⁵⁾	⁽⁴⁾	Class A Common Stock	12,181	⁽¹⁾	73,090	D
Restricted Stock Units	⁽¹⁾	08/15/2024		M			21,542	⁽⁶⁾	⁽⁴⁾	Class A Common Stock	21,542	⁽¹⁾	86,170	D
Restricted Stock Units	⁽¹⁾	08/15/2024		M			2,281	⁽⁷⁾	⁽⁴⁾	Class A Common Stock	2,281	⁽¹⁾	2,282	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 shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability.

3. These RSUs will vest in quarterly installments each February 15, May 15, August 15 and November 15 commencing on May 15, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

4. The RSUs have no expiration date.

5. These RSUs will vest in twelve equal installments on each February 15th, May 15th, August 15th and November 15th of each year (provided, that if such date occurs on a weekend or federal holiday, vesting shall occur on the next business day) beginning on May 15, 2023, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or the Reporting Person resigns for good reason.

6. 1/12th of the shares subject to the Award shall vest on each of the Company's Standard Quarterly Vesting Dates (February 15th, May 15th, August 15th and November 15th of each year; provided, that if such date occurs on a weekend or federal holiday, vesting shall occur on the next business day) beginning with the first quarterly vesting date in the next calendar quarter following the Vesting Commencement Date.

7. These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

	/s/Barbara Wallace, Attorney-in-Fact for Christopher Clark	08/19/2024
	** 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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