Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Norwest Venture Partners XIII, LP

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2022

3. Issuer Name and Ticker or Trading Symbol
Grove Collaborative Holdings, Inc. [GROV]

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 800

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

(Street)

PALO ALTO, CA 94301

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	500,100	I	By Norwest Venture Partners XIII, LP ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	15,489,908 ⁽³⁾	$ ⁽²⁾	I	By Norwest Venture Partners XIII, LP ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Norwest Venture Partners XIII, LP 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA 94301		X
NVP Associates, LLC 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA 94301		X
Crowe Jeffrey 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA 94301		X
HAQUE PROMOD 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA 94301		X
Kossow Jon Erik 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA 94301		X

Signatures

Norwest Venture Partners XIII, LP, By: Genesis VC Partners XIII, LLC, its general partner, By: NVP Associates, LLC, its managing member, By /s/ Matthew De Dominicis, Chief Financial Officer		06/27/2022
^**Signature of Reporting Person		Date
NVP Associates, LLC, By /s/ Matthew De Dominicis, Chief Financial Officer		06/27/2022
^**Signature of Reporting Person		Date
Jeffrey Crowe, By /s/ Matthew De Dominicis, Attorney-in-fact		06/27/2022
^**Signature of Reporting Person		Date
Promod Haque, By /s/ Matthew De Dominicis, Attorney-in-fact		06/27/2022
^**Signature of Reporting Person		Date
Jon E. Kossow, By /s/ Matthew De Dominicis, Attorney-in-fact		06/27/2022
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 securities are directly held by Norwest Venture Partners XIII, LP ("NVP XIII"). Genesis VC Partners XIII, LLC ("Genesis XIII") is the general partner of NVP XIII and NVP Associates, LLC ("NVP Associates") is the managing member of Genesis XIII. Genesis XIII, NVP Associates and Jeffrey Crowe, Promod Haque and Jon E. Kossow, as Co-Chief Executive Officers of NVP Associates, may be deemed to share voting and dispositive power over the shares held by NVP XIII. Each of Genesis XIII, NVP Associates and Messrs. Crowe, Haque and Kossow disclaims beneficial ownership of the securities held by NVP XIII except to the extent of its or his pecuniary interest therein.
(2)	Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis for no additional consideration at the Reporting Person's election and has no expiration date.
(3)	This amount includes 1,272,396 restricted shares of Class B Common Stock that will vest upon the achievement of certain earnout thresholds prior to June 16, 2032 (the "Earnout Shares") 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.

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