0001140361-22-023772.txt : 20220621 0001140361-22-023772.hdr.sgml : 20220621 20220621214032 ACCESSION NUMBER: 0001140361-22-023772 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: Glazer David A. CENTRAL INDEX KEY: 0001823940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 221029833 MAIL ADDRESS: STREET 1: C/O PALANTIR TECHNOLOGIES INC. STREET 2: 1555 BLAKE STREET, SUITE 250 CITY: DENVER STATE: CO ZIP: 80202 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 form4.xml FORM 4 X0306 4 2022-06-16 0001841761 Grove Collaborative Holdings, Inc. GROV 0001823940 Glazer David A. C/O GROVE COLLABORATIVE HOLDINGS, INC. 1301 SANSOME STREET SAN FRANCISCO CA 94111 true Class A Common Stock 2022-06-16 4 C 0 3000 A 3000 D Class B Common Stock 2022-06-16 4 A 0 33672 0 A Class A Common Stock 33672 33672 D Class B Common Stock 2022-06-16 4 C 0 3000 0 D Class A Common Stock 3000 30672 D Stock Option (Right to Buy) 7.43 2022-06-16 4 A 0 156805 0 A 2031-11-08 Class B Common Stock 156805 156805 D Restricted Stock Units 2022-06-16 4 A 0 156805 0 A Class B Common Stock 156805 156805 D These securities were issued upon closing of the mergers (the "Business Combination") contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022, (the "Merger Agreement") by and among Virgin Group Acquisition Corp. II, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities. Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock. Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. This amount includes an additional 28,527 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below. The Milestones are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. This option vests 25% on October 21, 2022, and then vests quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. These RSUs vest 25% on November 15, 2022, and then in quarterly installments for the next 36 months. The RSUs have no expiration date. /s/ Barbara Wallace, Attorney-in-Fact for David Glazer 2022-06-21