Statement of Changes in Beneficial Ownership (4)

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 ^* Stiefel Sean	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) 747 THIRD AVENUE, 35TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 11/23/2020
(Street) NEW YORK, NY 10017 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/23/2020		S		492995 ⁽²⁾	D	$31.17	284551	I	See Footnote ⁽¹⁾
Common Stock	11/23/2020		S		7005 ⁽³⁾	D	$32.02	277546	I	See Footnote ⁽¹⁾
Common Stock	11/24/2020		S		45000 ⁽⁴⁾	D	$32.90	232546	I	See Footnote ⁽¹⁾
Common Stock	11/24/2020		S		5000	D	$33.70	227546 ⁽⁹⁾	I	See Footnote ⁽¹⁾
Common Stock	11/23/2020		M		50000	A	$3.35 ⁽⁵⁾	50000	D
Common Stock	11/23/2020		F		5317 ⁽⁵⁾	D	$31.50 ⁽⁵⁾	44683	D
Common Stock	11/23/2020		M		25000	A	$3.59 ⁽⁶⁾	69683	D
Common Stock	11/23/2020		F		2849 ⁽⁶⁾	D	$31.50 ⁽⁶⁾	66834	D
Common Stock	11/23/2020		M		33333	A	$2.96 ⁽⁷⁾	100167	D
Common Stock	11/23/2020		F		3132 ⁽⁷⁾	D	$31.50 ⁽⁷⁾	97035	D
Common Stock	11/23/2020		M		16667	D	$4.63 ⁽⁸⁾	113702	D
Common Stock	11/23/2020		F		2450 ⁽⁸⁾	D	$31.50 ⁽⁸⁾	111252 ⁽⁹⁾	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options	$3.35	11/23/2020		M			50000	1/4/2018	1/3/2023	Common Stock	50000	$0	0	D
Common Stock Options	$3.59	11/23/2020		M			25000	10/23/2018	10/22/2023	Common Stock	25000	$0	0	D
Common Stock Options	$2.96	11/23/2020		M			33333	3/26/2019	3/26/2024	Common Stock	33333	$0	16667	D
Common Stock Options	$4.63	11/23/2020		M			16667	5/12/2020	5/11/2025	Common Stock	16667	$0	33333	D

Explanation of Responses:
(1)	The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by Sean Stiefel as a result of (i) open market transactions occurring between November 23, 2020 and November 24, 2020, in which the Fund sold 550,000 shares of Common Stock of the Issuer, and (ii) cashless exercises by the Reporting Person of options to purchase shares of Common Stock. The amount of 227,546 in Table I reflects the aggregate amount of Common Stock held by the Fund directly.
(2)	The November 23, 2020 sale of 492,995 shares of Common Stock transaction was executed in multiple trades at prices ranging from $30.78 to $31.77. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3)	The November 23, 2020 sale of 7,005 shares of Common Stock transaction was executed in multiple trades at prices ranging from $31.80 to $32.17. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4)	The November 24, 2020 sale of 45,000 shares of Common Stock transaction was executed in multiple trades at prices ranging from $32.54 to $33.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(5)	Reflects 5,317 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.35 per share to fund the cashless exercise of 50,000 options owned by the Reporting Person pursuant to the Issuer's 2014 Equity Incentive Plan (the "Plan") and the related Stock Option Award Agreement ("Award Agreement").
(6)	Reflects 2,849 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.59 per share to fund the cashless exercise of 25,000 options owned by the Reporting Person pursuant to the Plan and related Award Agreement.
(7)	Reflects 3,132 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $2.96 per share to fund the cashless exercise of 33,333 options owned by the Reporting Person pursuant to the Plan and related Award Agreement.
(8)	Reflects 2,450 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $4.63 per share to fund the cashless exercise of 16,667 options owned by the Reporting Person pursuant to the Plan and related Award Agreement.
(9)	Following the open market transactions by the Fund and the cashless exercise by the Reporting Person of options owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 227,546 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock and directly owns options to purchase 50,000 shares of Common Stock.

Remarks:
The transactions reported above in Table I that relate to the exercise of stock options reflect the cashless exercise transactions. The cashless exercise for each set of options is reported in two lines. The first line of the cashless exercise transaction is coded M in column 3 of Table I and reports in column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The line coded F in column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with Code D for disposed. The transactions reported in Table II above, reflect the disposition of the same stock options whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in column 9 of Table II above includes only stock options. The Reporting Person indirectly owns warrants to purchase a total of 279,570 shares of common stock through the Fund.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stiefel Sean 747 THIRD AVENUE 35TH FLOOR NEW YORK, NY 10017	X