4//SEC Filing
HAQUE PROMOD 4
Accession 0001209191-23-024567
CIK 0001841761other
Filed
Apr 16, 8:00 PM ET
Accepted
Apr 17, 9:18 PM ET
Size
18.6 KB
Accession
0001209191-23-024567
Insider Transaction Report
Form 4
HAQUE PROMOD
10% Owner
Transactions
- Other
Class B Common Stock
2023-04-13+135,480→ 1,407,876 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (135,480 underlying) - Conversion
Class A Common Stock
2022-11-23+14,217,512→ 14,717,612 total(indirect: By Norwest Venture Partners XIII, LP) - Conversion
Class B Common Stock
2022-11-23−14,217,512→ 1,272,396 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (14,217,512 underlying)
Norwest Venture Partners XIII, LP
10% Owner
Transactions
- Conversion
Class A Common Stock
2022-11-23+14,217,512→ 14,717,612 total(indirect: By Norwest Venture Partners XIII, LP) - Conversion
Class B Common Stock
2022-11-23−14,217,512→ 1,272,396 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (14,217,512 underlying) - Other
Class B Common Stock
2023-04-13+135,480→ 1,407,876 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (135,480 underlying)
NVP Associates, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2022-11-23+14,217,512→ 14,717,612 total(indirect: By Norwest Venture Partners XIII, LP) - Conversion
Class B Common Stock
2022-11-23−14,217,512→ 1,272,396 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (14,217,512 underlying) - Other
Class B Common Stock
2023-04-13+135,480→ 1,407,876 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (135,480 underlying)
Crowe Jeffrey
10% Owner
Transactions
- Conversion
Class B Common Stock
2022-11-23−14,217,512→ 1,272,396 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (14,217,512 underlying) - Other
Class B Common Stock
2023-04-13+135,480→ 1,407,876 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (135,480 underlying) - Conversion
Class A Common Stock
2022-11-23+14,217,512→ 14,717,612 total(indirect: By Norwest Venture Partners XIII, LP)
Kossow Jon Erik
10% Owner
Transactions
- Other
Class B Common Stock
2023-04-13+135,480→ 1,407,876 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (135,480 underlying) - Conversion
Class A Common Stock
2022-11-23+14,217,512→ 14,717,612 total(indirect: By Norwest Venture Partners XIII, LP) - Conversion
Class B Common Stock
2022-11-23−14,217,512→ 1,272,396 total(indirect: By Norwest Venture Partners XIII, LP)→ Class A Common Stock (14,217,512 underlying)
Footnotes (5)
- [F1]These shares of Class B common stock were converted into Class A common stock on a one-for-one basis for no additional consideration.
- [F2]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.
- [F3]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.
- [F4]Represents 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.
- [F5]Represents the automatic increase, for no additional consideration, in the number of shares of Class B Common Stock held by the Reporting Person as a result of the rebalancing of Earnout Shares following the forfeiture of certain equity awards of the Issuer by the holders thereof, as required by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022, by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc. This increase is exempt from Section 16 filing by virtue of the exemption provided by Rule 16a-9 and is being reported voluntarily.
Documents
Issuer
Grove Collaborative Holdings, Inc.
CIK 0001841761
Entity typeother
IncorporatedCA
Related Parties
1- filerCIK 0001089744
Filing Metadata
- Form type
- 4
- Filed
- Apr 16, 8:00 PM ET
- Accepted
- Apr 17, 9:18 PM ET
- Size
- 18.6 KB