GRWG Growgeneration Corporation

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Aiello Stephen	2. Issuer Name and Ticker or Trading Symbol GrowGeneration Corp. [ GRWG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 112 OAK AVE	3. Date of Earliest Transaction (MM/DD/YYYY) 8/19/2020
(Street) KENTFIELD, CA 94904 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								269143	D
Common Stock	8/19/2020		J		96774 (1)	A	$0	246774	I	Aiello Family Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase common stock	$3.50	8/19/2020		J		48387		5/31/2019	5/31/2022	Common Stock	48387	$0	48387 (2)	I	Aiello Family Trust

Explanation of Responses:
(1)	On August 19, 2020, Aiello Family Trust received 96,774 shares of common stock of the Issuer and warrants to purchase 48,387 shares of common stock from Navy Capital Green Co-Invest Fund, LLC without the payment of consideration as an in-kind distribution.
(2)	Following the distribution on August 19, 2020, the Reporting Person owns options to purchase 150,000 shares of common stock, and indirectly owns warrants to purchase a total of 48,387 shares of common stock through Aiello Family Trust.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Aiello Stephen 112 OAK AVE KENTFIELD, CA 94904	X

Signatures
/s/ Stephen Aiello		8/20/2020
**Signature of Reporting Person		Date