0000950103-22-015147.txt : 20220901 0000950103-22-015147.hdr.sgml : 20220901 20220901183550 ACCESSION NUMBER: 0000950103-22-015147 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220830 FILED AS OF DATE: 20220901 DATE AS OF CHANGE: 20220901 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: 221222717 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: 221222714 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: 221222718 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: 221222715 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: 221222716 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: 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 dp179805_4-vgac2llc.xml FORM 4 X0306 4 2022-08-30 1 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 D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001402303 Virgin Group Holdings LTD CRAIGMUIR CHAMBERS ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001734533 VIECO INVESTMENTS LTD CRAIGMUIR CHAMBERS ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001368963 Branson Sir Richard BRANSON VILLA NECKER BEACH ESTATE NECKER ISLAND D8 VG1150 VIRGIN ISLANDS, BRITISH 0 0 1 0 Class A Common Stock 2022-08-30 4 P 0 3275182 0 A 22669206 D On August 30, 2022, pursuant to the subscription agreement by and between Corvina Holdings Limited ("Corvina") and Grove Collaborative, Inc., a Delaware public benefit corporation ("Old Grove") dated March 31, 2022 ("Backstop Subscription Agreement"), the Issuer issued to Corvina 3,275,182 shares of the Issuer's Class A common stock, par value $0.0001 (the "Common Stock"). The Backstop Subscription Agreement provided, should the volume weighted average price of the Common Stock be less than $10.00 per share during the 10 trading days commencing on the first trading day after the Issuer's first quarterly earnings call for a fiscal quarter that ends following the closing of the business combination (the "Measurement Period VWAP"), that Corvina would be entitled to receive a number of shares of Common Stock equal to the lesser of (i) the product of (x) the sum of (1) the shares of Class B common stock of the Issuer issued to Corvina at the closing of the business combination pursuant to the Agreement and Plan of Merger (dated December 7, 2021, as amended and restated on March 31, 2022) as consideration for the shares of Old Grove common stock received by Corvina under the Backstop Subscription Agreement and (2) the shares of Old Grove common stock Corvina agreed to subscribe for and purchase under the Backstop Subscription Agreement (collectively, the "Post-Combination Backstop Shares") multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the business combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination Backstop Shares outstanding as of immediately following the closing of the business combination. VG Acquisition Sponsor II LLC, By: James Cahillane, as attorney-in-fact 2022-09-01 Corvina Holdings Limited, By: Harold Brunink, as attorney-in-fact 2022-09-01 Virgin Group Holdings Limited, By: Harold Brunink, as attorney-in-fact 2022-09-01 Vieco Investments Ltd. By: Harold Brunink, as attorney-in-fact 2022-09-01 Sir Richard Branson, By: Harold Brunink, as attorney-in-fact 2022-09-01