0001209191-23-024567.txt : 20230417 0001209191-23-024567.hdr.sgml : 20230417 20230417211850 ACCESSION NUMBER: 0001209191-23-024567 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221123 FILED AS OF DATE: 20230417 DATE AS OF CHANGE: 20230417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAQUE PROMOD CENTRAL INDEX KEY: 0001089744 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 23825304 MAIL ADDRESS: STREET 1: C/O NORWEST VENTURE PARTNERS STREET 2: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crowe Jeffrey CENTRAL INDEX KEY: 0001535261 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 23825305 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NVP Associates, LLC CENTRAL INDEX KEY: 0001545692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 23825306 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-321-8000 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kossow Jon Erik CENTRAL INDEX KEY: 0001726084 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 23825303 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Norwest Venture Partners XIII, LP CENTRAL INDEX KEY: 0001772583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 23825307 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650)321-8000 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Grove Collaborative Holdings, Inc. CENTRAL INDEX KEY: 0001841761 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 882840659 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 SANSOME STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (800) 231-8527 MAIL ADDRESS: STREET 1: 1301 SANSOME STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: Virgin Group Acquisition Corp. II DATE OF NAME CHANGE: 20210122 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2022-11-23 0 0001841761 Grove Collaborative Holdings, Inc. GROV 0001772583 Norwest Venture Partners XIII, LP 1300 EL CAMINO REAL, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001545692 NVP Associates, LLC 1300 EL CAMINO REAL, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001535261 Crowe Jeffrey 1300 EL CAMINO REAL, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001089744 HAQUE PROMOD 1300 EL CAMINO REAL, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001726084 Kossow Jon Erik 1300 EL CAMINO REAL, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0 Class A Common Stock 2022-11-23 4 C 0 14217512 0.00 A 14717612 I By Norwest Venture Partners XIII, LP Class B Common Stock 2022-11-23 4 C 0 14217512 0.00 D Class A Common Stock 14217512 1272396 I By Norwest Venture Partners XIII, LP Class B Common Stock 2023-04-13 4 J 0 135480 0.00 A Class A Common Stock 135480 1407876 I By Norwest Venture Partners XIII, LP These shares of Class B common stock were converted into Class A common stock on a one-for-one basis for no additional consideration. 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. 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. 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. 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. Norwest Venture Partners XIII, LP, By: Genesis VC Partners XIII, LLC, its general partner, By: NVP Associates, LLC, its managing member, By /s/ Matthew De Dominicis, Chief Financial Officer 2023-04-17 NVP Associates, LLC, By /s/ Matthew De Dominicis, Chief Financial Officer 2023-04-17 Jeffrey Crowe, By /s/ Matthew De Dominicis, Attorney-in-fact 2023-04-17 Promod Haque, By /s/ Matthew De Dominicis, Attorney-in-fact 2023-04-17 Jon E. Kossow, By /s/ Matthew De Dominicis, Attorney-in-fact 2023-04-17