Landesberg Stuart 4

What Happened

• Stuart Landesberg, a director of Grove Collaborative (GROV), reported derivative transactions dated Feb 14, 2025 in which he acquired 92,429 shares via exercise/conversion (code M) and concurrently recorded disposals of the same 92,429 shares at $0.00. The acquired amounts break down as 79,836 shares and 12,593 shares (total 92,429). The disposals are reported at $0 and are listed as derivative transactions.
• Net effect: no cash proceeds reported and no net increase in tradable shares from these entries. These securities are described in the filing as Class A “Earnout Shares” (see footnotes) subject to vesting/price milestones rather than standard open‑market purchases or sales.

Key Details

• Transaction date: February 14, 2025; Form 4 filed June 3, 2026 (filed late — more than a year after the transactions).
• Reported entries: Acquired 12,593 and 79,836 shares (exercise/conversion, price N/A); Disposed 79,836 and 12,593 shares at $0.00 (derivative disposals).
• Shares owned after transaction: not explicitly stated in the trade lines; footnote F5 references the reporting person’s balance as of 06/02/2026 (filing does not list the numeric balance in the transaction table).
• Notable footnotes:
  • F1/F2: These are Class A Earnout Shares subject to VWAP‑based vesting milestones (50% vest if VWAP ≥ $62.50 for 20 of 30 trading days; remaining 50% vest if VWAP ≥ $75.00 for 20 of 30 trading days) and subject to merger agreement redistribution/forfeiture rules.
  • F3: Some shares were Class B shares that converted 1-for-1 into Class A shares but remain subject to the price/vesting conditions.
  • F4: Securities are held in The Landesberg Living Trust (co‑trustee: reporting person and spouse).
  • F6–F8: Other administrative details noted (reverse split and prior redistributions of Class B shares).
• Filing timeliness: This Form 4 was filed long after the reported transaction date; late filings reduce timeliness of disclosure for investors.

Context

• Transaction code M indicates an exercise or conversion of derivatives (here, earnout/converted shares). The matching acquisitions and $0 disposals suggest these were conversions/redistributions under the merger/earnout terms rather than open‑market sales or purchases.
• For retail investors: this filing does not show a market purchase or a cash sale that would signal a straightforward bullish or bearish insider bet. Instead, it documents corporate/merger‑related conversion and redistribution of earnout shares that remain subject to future price‑based vesting.