0000950103-22-010959.txt : 20220621 0000950103-22-010959.hdr.sgml : 20220621 20220621194850 ACCESSION NUMBER: 0000950103-22-010959 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220616 FILED AS OF DATE: 20220621 DATE AS OF CHANGE: 20220621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corvina Holdings LTD CENTRAL INDEX KEY: 0001368872 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 221029600 BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ BUSINESS PHONE: 441534602000 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Branson Sir Richard CENTRAL INDEX KEY: 0001368963 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 221029597 MAIL ADDRESS: STREET 1: RICHARD'S HOUSE, THE VALLEY STREET 2: VIRGIN GORDA CITY: NECKER ISLAND STATE: D8 ZIP: POBOX 1091 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Virgin Group Acquisition Sponsor II LLC CENTRAL INDEX KEY: 0001846226 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 221029601 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 497-9050 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VIECO INVESTMENTS LTD CENTRAL INDEX KEY: 0001734533 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 221029598 BUSINESS ADDRESS: STREET 1: CRAIGMUIR CHAMBERS STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 1 284 494 2233 MAIL ADDRESS: STREET 1: CRAIGMUIR CHAMBERS STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Virgin Group Holdings LTD CENTRAL INDEX KEY: 0001402303 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 221029599 BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER, JERSEY STATE: X0 ZIP: JE1 1BJ BUSINESS PHONE: #44 1534 602000 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER, JERSEY STATE: X0 ZIP: JE1 1BJ 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: 000000000 STATE OF INCORPORATION: E9 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 dp175629_4-vgasiillc.xml FORM 3 X0306 4 2022-06-16 0 0001841761 Grove Collaborative Holdings, Inc. GROV 0001846226 Virgin Group Acquisition Sponsor II LLC C/O VIRGIN GROUP ACQUISITION CORP. II 65 BLEECKER STREET, 6TH FLOOR NEW YORK NY 10012 0 0 1 0 0001368872 Corvina Holdings LTD CRAIGMUIR CHAMBERS ROAD TOWN, TORTOLA BRITISH VIRGIN ISLANDS D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001402303 Virgin Group Holdings LTD CRAIGMUIR CHAMBERS ROAD TOWN, TORTOLA BRITISH VIRGIN ISLANDS D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001734533 VIECO INVESTMENTS LTD CRAIGMUIR CHAMBERS ROAD TOWN, TORTOLA BRITISH VIRGIN ISLANDS D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001368963 Branson Sir Richard BRANSON VILLA NECKER BEACH ESTATE, NECKER ISLAND BRITISH VIRGIN ISLANDS D8 VG1150 VIRGIN ISLANDS, BRITISH 0 0 1 0 Class A Common Stock 2022-06-16 4 C 0 9972500 0 A 9972500 D Class A Common Stock 2022-06-16 4 P 0 2750000 0 A 12722500 D Class A Common Stock 2022-06-16 4 P 0 1671524 10.00 A 14394024 D Class A Common Stock 2022-06-16 4 P 0 5000000 10.00 A 19394024 D Class B Ordinary Shares 2022-06-16 4 C 0 10062500 D Class A Common Stock 9972500 0 D Warrants 0.01 2022-06-16 4 P 0 3875028 0.01 A 2022-06-16 2027-06-16 Class A Common Stock 3875028 3875028 D Warrants 11.50 2022-06-16 4 P 0 6700000 1.50 A 2022-07-16 2027-06-16 Class A Common Stock 6700000 6700000 D Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction. Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction. Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share. Acquired through private placement transaction. Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited. Corvina Holdings Limited is the record holder of these Shares. Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein. Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein. Represents warrants that were converted in connection with the closing of the Transaction to purchase one Share at $11.50 per Share. The warrants were purchased as private placement warrants at $1.50 per Share with an exercise price of $11.50 per Share. VG Acquisition Sponsor II LLC, By: James Cahillane, as attorney-in-fact 2022-06-21 Corvina Holdings Limited, By: Harold Brunink, as attorney-in-fact 2022-06-21 Virgin Group Holdings Limited, By: Harold Brunink, as attorney-in-fact 2022-06-21 Vieco Investments Ltd. By: Harold Brunink, as attorney-in-fact 2022-06-21 Sir Richard Branson, By: Harold Brunink, as attorney-in-fact 2022-06-21