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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Director10% OwnerOfficerOther
Aiello Stephen
112 OAK AVE
KENTFIELD, CA 94904
X



Signatures
/s/ Stephen Aiello8/20/2020
**Signature of Reporting PersonDate

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