SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ) *
Grove Collaborative Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
39957D102
(CUSIP Number)
July 25, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
(Page 1 of 10 Pages)
__________________________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 39957D102 | 13G | Page 2 of 10 Pages |
| 1. |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HCI Grove, LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
1,111,110 (1) |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
1,111,110 (1) |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,111,110 (1) | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7% | ||
| 12. |
TYPE OF REPORTING PERSON*
OO | ||
__________________
(1) Jason H. Karp is the sole Manager of HCI Grove, LLC and may be deemed to have voting, investment and dispositive power with respect to these securities.
| CUSIP No. | 39957D102 | 13G | Page 3 of 10 Pages |
| 1. |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HCI Grove Management, LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
362,000 (1)(2) |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
362,000 (1)(2) |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
362,000 (1)(2) | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2% | ||
| 12. |
TYPE OF REPORTING PERSON*
OO | ||
__________________
(1) Consists of a warrant to purchase an aggregate of 362,000 shares of the Class A Common Stock (on an adjusted basis, giving effect to the Reverse Stock Split), which is currently exercisable.
(2) Ross Berman is the sole Manager of HCI Grove Management, LLC and may be deemed to have voting, investment and dispositive power with respect to these securities.
| CUSIP No. | 39957D102 | 13G | Page 4 of 10 Pages |
| 1. |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jason H. Karp | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
1,751,110 (1) |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
1,751,110 (1) |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,751,110 (1) | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8% | ||
| 12. |
TYPE OF REPORTING PERSON*
IN | ||
_________________
(1) Consists of (i) 640,000 shares of Class A Common Stock held by Mr. Karp directly and (ii) 1,111,110 shares of Class A Common Stock held by HCI Grove, LLC, of which Mr. Karp is the sole Manager.
| CUSIP No. | 39957D102 | 13G | Page 5 of 10 Pages |
| 1. |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ross Berman | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
526,999 (1) |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
526,999 (1) |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,999 (1) | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7% | ||
| 12. |
TYPE OF REPORTING PERSON*
IN | ||
_________________
(1) Consists of (i) 164,999 shares of Class A Common Stock held by Mr. Berman directly and (ii) 362,000 shares of Class A Common Stock issuable upon exercise of a warrant held by HCI Grove Management, LLC, of which Mr. Berman is the sole Manager.
| CUSIP No. | 39957D102 | 13G | Page 6 of 10 Pages |
| Item 1(a). | Name of Issuer: | |
Grove Collaborative Holdings, Inc. | ||
| Item 1(b). | Address of Issuer's Principal Executive Offices: | |
1301 Sansome Street San Francisco, California 94111 | ||
| Item 2(a). | Name of Person Filing: | |
This joint statement on Schedule 13G is being filed by HCI Grove, LLC, HCI Grove Management, LLC, Jason H. Karp and Ross Berman (each, a “Reporting Person” and collectively, the “Reporting Persons”). | ||
| Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
The address of the principal business office of each Reporting Person is 98 San Jacinto Blvd, Ste 4, Austin TX 78701 |
||
| Item 2(c). | Citizenship: | |
|
Each of HCI Grove, LLC and HCI Grove Management, LLC is a limited liability company organized under the laws of the State of Delaware. Each of Jason H. Karp and Ross Berman is a U.S. citizen. |
||
| Item 2(d). | Title of Class of Securities: | |
Class A Common Stock, $0.0001 par value per share | ||
| Item 2(e). | CUSIP Number: | |
39957D102 | ||
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| CUSIP No. | 39957D102 | 13G | Page 7 of 10 Pages |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) |
☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: See Row 9 of the cover page for each Reporting Person. As the Managers of HCI Grove, LLC and HCI Grove Management, LLC, Jason H. Karp and Ross Berman may be deemed to beneficially own the shares held by such entities. |
| (b) | Percent of class: See Row 11 of the cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has**: |
| (i) | Sole power to vote or to direct the vote |
See Row 5 of the cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote |
See Row 6 of the cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of |
See Row 7 of the cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of |
See Row 8 of the cover page for each Reporting Person.
**See footnotes on cover pages, which are incorporated by reference herein.
| CUSIP No. | 39957D102 | 13G | Page 8 of 10 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ☐.
| |
| Not Applicable | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
|
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
| |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
| |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group. |
|
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.
| |
| See Exhibit B | |
| Item 9. | Notice of Dissolution of Group. |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
| |
| Not Applicable | |
| Item 10. | Certifications. |
"By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11."
| |
| CUSIP No. | 39957D102 | 13G | Page 9 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| HCI Grove, LLC | ||
| By: | /s/ Jason H. Karp | |
| Name: Jason H. Karp | ||
| Title: Manager | ||
| HCI Grove Management, LLC | ||
| By: | /s/ Ross Berman | |
| Name: Ross Berman | ||
| Title: Manager | ||
| Jason H. Karp | ||
| By: | /s/ Jason H. Karp | |
| Ross Berman | ||
| By: | /s/ Ross Berman | |
| Date: | August 3, 2023 | |
| CUSIP No. | 39957D102 | 13G | Page 10 of 10 Pages |
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.