SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

PARKER MARK S

(Last)

(First)

(Middle)

1510 MAIN STREET

(Street)

SHOEMAKERSVILLE

19526

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2022

3. Issuer Name and Ticker or Trading Symbol
HYDROFARM HOLDINGS GROUP, INC. [ HYFM ]

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

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

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

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

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

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)
Common Stock, $0.0001 par value per share⁽¹⁾	28,117	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option	⁽²⁾	06/10/2029	Common Stock, $0.0001 par value per share	39,674	$8.428	D
Non-Qualified Stock Option	⁽³⁾	06/10/2029	Common Stock, $0.0001 par value per share	4,819	$8.428	D

Explanation of Responses:

1. Includes 14,831 restricted stock units ("RSUs") granted to Mr. Parker on October 31, 2020 under the Issuer's 2019 Equity Incentive Plan (the "Plan"), 1,339 of which were previously withheld to satisfy tax withholding obligations. The RSUs vested 25% on October 31, 2021 and then vest ratably over 36 months.

2. On June 10, 2019, Mr. Parker was granted 39,674 incentive stock options ("ISOs") under the Plan. The ISOs vested 25% on June 10, 2020 and then vest ratably over 36 months.

3. On June 10, 2019, Mr. Parker was granted 4,819 non-qualified stock options ("NQs") under the Plan. The NQs vested 25% on June 10, 2020 and then vest ratably over 36 months.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Mark Parker	03/10/2022
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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