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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (3) | 06/16/2022 | A(1)(2) | 316,615 (4) (5) | (3) | (3) | Class A Common Stock | 316,615 (4) (5) | $ 0 | 316,615 (4) (5) | D | ||||
| Class B Common Stock | (3) | 06/16/2022 | A(1)(2) | 291 (5) (6) | (3) | (3) | Class A Common Stock | 291 (5) (6) | $ 0 | 291 (5) (6) | I | See footnote (8) | |||
| Class B Common Stock | (3) | 06/16/2022 | C(9) | 226,203 | (3) | (3) | Class A Common Stock | 226,203 | $ 0 | 90,412 (4) (5) | D | ||||
| Class B Common Stock | (3) | 06/16/2022 | C(9) | 267 | (3) | (3) | Class A Common Stock | 267 | $ 0 | 24 (5) (6) | I | See footnote (8) | |||
| Stock Option (Right to Buy) | $ 7.43 | 06/16/2022 | A(1)(2) | 392,025 | (7) | 11/08/2031 | Class B Common Stock | 392,025 | $ 0 | 392,025 | D | ||||
| Stock Option (Right to Buy) | $ 7.43 | 06/16/2022 | C(9) | 392,025 | (7) | 11/08/2031 | Class B Common Stock | 392,025 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 7.43 | 06/16/2022 | C(9) | 392,025 | (7) | 11/08/2031 | Class A Common Stock | 392,025 | $ 0 | 392,025 | D | ||||
| Restricted Stock Units | (10) | 06/16/2022 | A(1)(2) | 392,025 | (10) | (10) | Class B Common Stock | 392,025 | $ 0 | 392,025 | D | ||||
| Restricted Stock Units | (10) | 06/16/2022 | C(9) | 392,025 | (10) | (10) | Class B Common Stock | 392,025 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (10) | 06/16/2022 | C(9) | 392,025 | (10) | (10) | Class A Common Stock | 392,025 | $ 0 | 392,025 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| REPLOGLE JOHN B C/O GROVE COLLABORATIVE HOLDINGS, INC. 1301 SANSOME STREET SAN FRANCISCO, CA 94111 |
X | |||
| /s/ Barbara Wallace, Attorney-in-Fact for John Replogle | 06/21/2022 | |
| **Signature of Reporting Person | Date |
| * | 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) | These securities were issued upon closing of 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"), in exchange for Grove securities. |
| (2) | Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 4 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock. |
| (3) | Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. |
| (4) | This amount includes an additional 90,412 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below. |
| (5) | The Milestones are defined in the Merger Agreement as follows: (i) 50% of the Earnout Shares automatically vest if the daily volume weighted average price ("VWAP") of the shares of Class A Common Stock is greater than or equal to $12.50 per share for any 20 trading days within any 30-trading-day period; and (ii) 50% of the Earnout Shares automatically vest if the daily VWAP of the shares of Class A Common Stock is greater than or equal to $15.00 per share for any 20 trading days within any 30-trading-day period, each subject to certain change-of-control provisions. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. |
| (6) | This amount includes 24 Earnout Shares, which are subject to the Milestones described in footnote 5 above. |
| (7) | This option vested 30% on November 9, 2022, and then vests 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each quarter subsequent quarter of continuous service for the following two years. |
| (8) | These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager. |
| (9) | In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. |
| (10) | These RSUs vest 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. The RSUs have no expiration date. |