Silverman Jonathan 4/A

Accession 0001140361-22-024839

CIK 0001841761other

View on SEC.gov Company Profile

Filed

Jun 30, 8:00 PM ET

Accepted

Jul 1, 5:21 PM ET

Size

52.5 KB

Accession

0001140361-22-024839

Insider Transaction Report

Form 4/AAmended

Period: 2022-06-16

Grove Collaborative Holdings, Inc.GROV

Silverman Jonathan

Senior VP, Physical Goods

Transactions

Conversion
Class A Common Stock
2022-06-16+198,163→ 198,163 total
Conversion
Class B Common Stock
2022-06-16−198,163→ 84,218 total
→ Class A Common Stock (198,163 underlying)
Award
Stock Option (Right to Buy)
2022-06-16+32,341→ 32,341 total
Exercise: $0.21Exp: 2027-01-03→ Class B Common Stock (32,341 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16−182,286→ 0 total
Exercise: $0.76Exp: 2028-11-08→ Class B Common Stock (182,286 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16+135,244→ 135,244 total
Exercise: $3.77Exp: 2031-02-14→ Class A Common Stock (135,244 underlying)
Conversion
Restricted Stock Units
2022-06-16−118,662→ 0 total
→ Class B Common Stock (118,662 underlying)
Award
Class B Common Stock
2022-06-16+282,381→ 282,381 total
→ Class A Common Stock (282,381 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16−32,341→ 0 total
Exercise: $0.21Exp: 2027-01-03→ Class B Common Stock (32,341 underlying)
Award
Stock Option (Right to Buy)
2022-06-16+215,541→ 215,541 total
Exercise: $0.38Exp: 2027-10-03→ Class B Common Stock (215,541 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16+182,286→ 182,286 total
Exercise: $0.76Exp: 2028-11-08→ Class A Common Stock (182,286 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16+215,541→ 215,541 total
Exercise: $0.38Exp: 2027-10-03→ Class A Common Stock (215,541 underlying)
Award
Stock Option (Right to Buy)
2022-06-16+58,802→ 58,802 total
Exercise: $1.92Exp: 2030-01-14→ Class B Common Stock (58,802 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16+32,341→ 32,341 total
Exercise: $0.21Exp: 2027-01-03→ Class A Common Stock (32,341 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16−215,541→ 0 total
Exercise: $0.38Exp: 2027-10-03→ Class B Common Stock (215,541 underlying)
Award
Stock Option (Right to Buy)
2022-06-16+182,286→ 182,286 total
Exercise: $0.76Exp: 2028-11-08→ Class B Common Stock (182,286 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16−58,802→ 0 total
Exercise: $1.92Exp: 2030-01-14→ Class B Common Stock (58,802 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16+58,802→ 58,802 total
Exercise: $1.92Exp: 2030-01-14→ Class A Common Stock (58,802 underlying)
Award
Stock Option (Right to Buy)
2022-06-16+135,244→ 135,244 total
Exercise: $3.77Exp: 2031-02-14→ Class B Common Stock (135,244 underlying)
Conversion
Stock Option (Right to Buy)
2022-06-16−135,244→ 0 total
Exercise: $3.77Exp: 2031-02-14→ Class B Common Stock (135,244 underlying)
Award
Restricted Stock Units
2022-06-16+118,662→ 118,662 total
→ Class B Common Stock (118,662 underlying)
Conversion
Restricted Stock Units
2022-06-16+118,662→ 118,662 total
→ Class A Common Stock (118,662 underlying)

Footnotes (13)

[F1]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.
[F10]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.
[F11]These RSUs vest in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The RSUs have no expiration date.
[F12]The Original Form 4 (as defined in the Remarks below) inadvertently reported that the Reporting Person continued to hold options to acquire 32,341 shares of Class B Common Stock following this transaction.
[F13]The Original Form 4 inadvertently reported the title of the class of securities underlying these options as Class B Common Stock.
[F2]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 5 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.
[F3]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.
[F4]This amount includes an additional 84,218 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.
[F5]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.
[F6]This option is fully vested and is currently exercisable at any time.
[F7]This option vested 25% on November 9, 2019, and then vests quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase.
[F8]This option vested 25% on January 1, 2021, and then vests quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase.
[F9]This option vests quarterly for 48 months starting with the first quarter following January 1, 2021, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason.

Documents

1 file

4
form4.xml
FORM 4/A

Issuer

Grove Collaborative Holdings, Inc.

CIK 0001841761

→

Entity typeother

Related Parties

filerCIK 0001930555

Filing Metadata

Form type: 4/A
Filed: Jun 30, 8:00 PM ET
Accepted: Jul 1, 5:21 PM ET
Size: 52.5 KB

View on SEC.gov