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)

5/12/2020
(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)
Code V Amount (A) or (D) Price
Common Stock         971094 I See Footnotes (1)

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
Common Stock Option $4.63 5/12/2020  A   16666 (2)   5/12/2020 5/11/2025 Common Stock 16666 $4.63 518010 D  
Common Stock Option $4.63 5/12/2020  A   16667 (2)   5/12/2021 5/11/2025 Common Stock 16667 $4.63 534677 D  
Common Stock Option $4.63 5/12/2020  A   16667 (2)   5/12/2022 5/11/2025 Common Stock 16667 $4.63 551344 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") 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-Invest Fund, LLC (the "Co-Invest Fund"). NCG is the investment manager of the Fund and the Co-Invest Fund. The shares include 777,546 shares of common stock held by the Fund, and 193,548 shares of common stock held by the Co-Invest Fund.
(2) On May 12, 2020, the Issuer issued to the Reporting Person 5-year options to purchase 50,000 shares of common stock, at an exercise price of $4.63/share. One-third of the options vested as of the date of the issuance, one-third will vest as of the first anniversary of the issuance and the remaining one-third as of the second anniversary.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stiefel Sean
747 THIRD AVENUE
35TH FLOOR
NEW YORK, NY 10017
X



Signatures
/s/ Sean Stiefel5/20/2020
**Signature of Reporting PersonDate

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