SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NextView Ventures II, L.P.

(Last)

(First)

(Middle)

179 LINCOLN STREET

SUITE 404

(Street)

BOSTON

02111

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2022

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								50,100	D⁽¹⁾
Class A Common Stock								100	I	By: NextView Ventures II-A, L.P.⁽²⁾
Class A Common Stock								100	I	By: NextView Ventures I Co-Invest Fund, L.P.⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,684,890		4,684,890	D⁽¹⁾
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,749,024		1,749,024	I	By: NextView Ventures II-A, L.P.⁽²⁾
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	546,349		546,349	I	By: NextView Ventures I Co-Invest Fund, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

NextView Ventures II, L.P.

(Last)

(First)

(Middle)

179 LINCOLN STREET

SUITE 404

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NextView Ventures II-A, L.P.

(Last)

(First)

(Middle)

179 LINCOLN STREET

SUITE 404

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NextView Ventures I Co-Invest Fund, L.P.

(Last)

(First)

(Middle)

179 LINCOLN STREET

SUITE 404

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NextView Capital Partners II, LLC

(Last)

(First)

(Middle)

179 LINCOLN STREET

SUITE 404

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NextView Capital Partners Co-Invest, LLC

(Last)

(First)

(Middle)

179 LINCOLN STREET

SUITE 404

(Street)

BOSTON

02111

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are held directly by NextView Ventures II, L.P. ("NextView II"). NextView Capital Partners II, LLC ("NextView GP II"), the general partner of NextView II, may be deemed to have voting and investment power with respect to the shares held by NextView II. NextView GP II disclaims beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

2. These securities are held directly by NextView Ventures II-A, L.P. ("NextView II-A"). NextView GP II, the general partner of NextView II-A, may be deemed to have voting and investment power with respect to the shares held by NextView II-A. NextView GP II disclaims beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

3. These securities are held directly by NextView Ventures I Co-Invest Fund, L.P. ("NextView Co-Invest"). NextView Capital Partners Co-Invest, LLC ("NextView GP Co-Invest"), the general partner of NextView Co-Invest, may be deemed to have voting and investment power with respect to the shares held by NextView Co-Invest. NextView GP Co-Invest disclaims beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

4. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the holder's election for no additional consideration and has no expiration date.

Remarks:

This Form 4 is not being filed in connection with the acquisition or disposition of any securities of the Issuer. NextView II entered into the Letter Agreement Regarding Restriction On Conversion Of Class B Common Stock with the Issuer (the "Agreement") on August 5, 2022. The Agreement provides that the holder of Class B Common Stock will not have a right to convert, subject to certain exceptions, the Class B Common Stock for Class A Common Stock if, as a result of such conversion, NextView II, together with its affiliates (which includes the Reporting Persons), would exceed a beneficial ownership limitation of 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted. By virtue of the Agreement, the Reporting Persons are no longer subject to Section 16.

	NEXTVIEW VENTURES II, L.P. By: NextView Capital Partners II, LLC, its general partner, /s/ Robert Go, By: Robert Go, its Managing Member	08/05/2022
	NEXTVIEW VENTURES II-A, L.P. By: NextView Capital Partners II, LLC, its general partner, /s/ Robert Go, By: Robert Go, its Managing Member	08/05/2022
	NEXTVIEW VENTURES I CO-INVEST FUND, L.P. By: NextView Capital Partners Co-Invest, LLC, its general partner, /s/ Robert Go, By: Robert Go, its Managing Member	08/05/2022
	NEXTVIEW CAPITAL PARTNERS II, LLC, /s/ Robert Go, By: Robert Go, its Managing Member	08/05/2022
	NEXTVIEW CAPITAL PARTNERS CO-INVEST, LLC, /s/ Robert Go, By: Robert Go, its Managing Member	08/05/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

SEC Form 4 filed by Nextview Ventures Ii, L.P.