Report of Proposed Sale of Securities (144)
June 26 2020 - 4:41PM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number:
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3235-0101
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Expires:
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June 30, 2020
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Estimated average burden
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hours per response
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1.00
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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SEC USE ONLY
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DOCUMENT SEQUENCE NO.
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CUSIP NUMBER
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WORK LOCATION
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ATTENTION:
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Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to
execute sale or executing a sale directly with a market maker.
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1 (a) NAME OF ISSUER (Please type or print)
GrowGeneration Corp.
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(b) IRS IDENT. NO.
46-5008129
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(c) S.E.C. FILE NO.
333-207889
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1 (d) ADDRESS OF ISSUER
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STREET
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CITY
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STATE
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ZIP CODE
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(e) TELEPHONE NO.
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AREA CODE
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NUMBER
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1000 W. Mississippi Avenue, Denver, CO 80233
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800
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935-8420
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2 (a) NAME OF PERSON FOR WHOSE
ACCOUNT
THE SECURITIES ARE TO BE SOLD
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(b) RELATIONSHIP TO ISSUER
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(c) ADDRESS
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STREET
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CITY
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STATE
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ZIP CODE
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Gotham Green Partners LLC
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Other
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1437 4th Street, Santa Monica, CA 90401
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INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification
Number and the S.E.C. File Number.
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3 (a)
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(b)
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SEC USE ONLY
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(c)
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(d)
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(e)
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(f)
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(g)
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Title of the
Class of
Securities
To Be Sold
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Name and Address of Each Broker
Through Whom
the Securities are to be Offered or Each Market
Maker who is Acquiring the Securities
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Broker-Dealer
File Number
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Number of Shares
or Other Units
To Be
Sold
(See instr. 3(c))
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Aggregate
Market Value
(See instr. 3(d))
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Number of Shares
or Other Units
Outstanding
(See instr.
3(e))
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Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
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Name of Each
Securities
Exchange
(See instr. 3(g))
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Common Stock (Footnote 1)
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PI Financial Corporation
666 Burrard Street, 19th Floor
Vancouver, BC, V6C 3N1
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281,839
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$1,972,873
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06/25/2020
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NASDAQ
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Common Stock (Footnote 2)
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PI Financial Corporation
666 Burrard Street, 19th Floor
Vancouver, BC, V6C 3N1
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48,423
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$338,961
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06/25/2020
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NASDAQ
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INSTRUCTIONS:
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1.
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(a)
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Name of issuer
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(b)
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Issuers I.R.S. Identification Number
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(c)
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Issuers S.E.C. file number, if any
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(d)
(e)
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Issuers address, including zip code
Issuers telephone number, including area code
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2.
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(a)
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Name of person for whose account the securities are to be sold
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(b)
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Such persons relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
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(c)
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Such persons address, including zip code
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3.
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(a)
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Title of the class of securities to be sold
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(b)
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Name and address of each broker through whom the securities are intended to be sold
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(c)
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Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
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(d)
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Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
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(e)
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Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by
the most recent report or statement published by the issuer
Approximate date on which the securities are to be sold
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(f)
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(g)
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Name of each securities exchange, if any, on which the securities are intended to be sold
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Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid
OMB control number.
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SEC 1147 (08-07)
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TABLE I SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other
consideration therefor:
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Title of
the Class
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Date you
Acquired
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Nature of Acquisition Transaction
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Name of Person from Whom Acquired
(If gift, also give date donor acquired)
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Amount of
Securities Acquired
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Date of
Payment
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Nature of
Payment
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Common Stock (Footnote 1)
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5/28/20
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Private Placement
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GrowGeneration Corp.
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1,101,135
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Wire transfer
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Common Stock (Footnote 2)
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5/28/20
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Private Placement
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GrowGeneration Corp.
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189,187
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Wire transfer
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INSTRUCTIONS:
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If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted
of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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TABLE II SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer
sold during the past 3 months by the person for whose account the securities are to be sold.
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Name and Address of Seller
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Title of Securities Sold
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Date of Sale
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Amount of
Securities Sold
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Gross Proceeds
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REMARKS:
1. These shares
were sold and/or acquired by Gotham Green Fund II (Q) LP. Gotham Green Partners LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP II LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q)
LP.
2 These shares were sold and/or acquired by Gotham Green Fund II LP. Gotham Green Partners LLC is the SEC registered investment adviser to the Gotham
funds. Gotham Green GP II LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP.
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INSTRUCTIONS:
See the definition of
person in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be
given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
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ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current
and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing
the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
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6/26/2020
DATE OF NOTICE
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/s/ Jason Adler, Managing Member
SIGNATURE
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DATE OF PLAN ADOPTION OR GIVING OF
INSTRUCTION,
IF RELYING ON RULE 10B5-1
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The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the
notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
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ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
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SEC 1147 (02-08)
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