FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Arif Rayhan
   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)
(Last)
(First)
(Middle)
C/O GROVE COLLABORATIVE HOLDINGS, INC., 1301 SANSOME STREET		 3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022
(Street)

SAN FRANCISCO, CA 94111		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Class A Shares in Virgin Group Acquisition Holdings II LLC (3) 06/16/2022   J(2)(3)     5,000   (1)   (1) Class B Common Stock 73,314 $ 0 0 D  
Class A Shares in Virgin Group Acquisition Holdings II LLC (3) 06/16/2022   J(2)(3)   5,000     (1)   (1) Class A Common Stock 73,314 $ 0 5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Arif Rayhan
C/O GROVE COLLABORATIVE HOLDINGS, INC.
1301 SANSOME STREET
SAN FRANCISCO, CA 94111		   X      

Signatures

 /s/ Barbara Wallace, Attorney-in-Fact for Rayhan Arif   06/21/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person owns Class A Shares in Virgin Group Acquisition Holdings II LLC, a Delaware limited liability company ("Holdings"). Holdings holds an economic interest in Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the "Sponsor"). The Class A Shares in Holdings represent an indirect economic entitlement to the proceeds attributable to holdings of the Sponsor, including holdings of the Issuer. The Class A Shares in Holdings have no expiration date.
(2) In connection with the mergers (the "Business Combination") contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022, (the "Merger Agreement") by and among Virgin Group Acquisition Corp. II, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), VGAC II became a Delaware corporation and was renamed Grove Collaborative Holdings, Inc. Upon closing of the Business Combination, each Class B ordinary share of VGAC II was converted into one share of Class A Common Stock of Grove Collaborative Holdings, Inc.
(3) This Form 4 is being filed to reflect that, upon closing of the Business Combination, the shares held directly by the Sponsor, in which the Reporting Person has an indirect economic interest through Holdings, converted from Class B Shares of VGAC II to Class A Common Stock of Grove Collaborative Holdings, Inc. There was no change in the number of Class A Shares of Holdings held by the Reporting Person, and no consideration was paid by the Reporting Person or Holdings in connection with this conversion.
 
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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