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