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 * Gotham Green Partners LLC 2. Issuer Name and Ticker or Trading Symbol GrowGeneration Corp. [ GRWG ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
1437 4TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
6/24/2020
(Street)
SANTA MONICA, CA 90401
(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  6/24/2020    S    40801  D $6.8862 (1) 1884061  I  By Gotham Green Fund 1 (Q), L.P. (3)
Common Stock  6/24/2020    S    10199  D $6.8862 (1) 469939  I  By Gotham Green Fund 1, L.P. (3)
Common Stock  6/25/2020    S    22614  D $7.1988 (2) 1861447  I  By Gotham Green Fund 1 (Q), L.P. (3)
Common Stock  6/25/2020    S    5652  D $7.1988 (2) 464287  I  By Gotham Green Fund 1, L.P. (3)
Common Stock                 1101135  I  By Gotham Green Fund I1 (Q), L.P. (3)
Common Stock                 189187  I  By Gotham Green Fund II, L.P. (3)

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

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $6.66 to $7.19, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $6.99 to $7.35, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
(3)  Gotham Green Partners LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1 LLC is the general partner of Gotham Green Fund 1 LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP II LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gotham Green Partners LLC
1437 4TH STREET
SANTA MONICA, CA 90401

X


Signatures
/s/Jason Adler, Managing Member 6/26/2020
**Signature of Reporting Person Date
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