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)

575 LEXINGTON AVENUE, SUITE 4027
3. Date of Earliest Transaction (MM/DD/YYYY)

12/23/2019
(Street)

NEW YORK, NY 10022
(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 (2)12/23/2019  P  25000 A$3.98 971094 I See Footnotes (1)(2)

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

Explanation of Responses:
(1) Sean Stiefel 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") and Navy Capital Green Co-Invest Partners, LLC ("NCGCP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCGMP is the managing member of Navy Capital Green Co-Investment Fund, LLC (the "Co-Investment Fund"). NCG is the investment manager of the Fund and the Co-Investment Fund.
(2) This Form 4 is being filed by Sean Stiefel as a result of an open market transaction in which the Fund purchased 25,000 shares of common stock of the Issuer. The amount of 971,094 in Table I reflects the aggregate amount of common stock held by the Fund and the Co-Investment Fund.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stiefel Sean
575 LEXINGTON AVENUE
SUITE 4027
NEW YORK, NY 10022
X



Signatures
/s/ Sean Stiefel12/26/2019
**Signature of Reporting PersonDate