Statement of Changes in Beneficial Ownership (4)
July 23 2020 - 7:15PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Merida Capital Partners, LP |
2. Issuer Name and Ticker or Trading Symbol
GrowGeneration Corp.
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GRWG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Former 10% Owner |
(Last)
(First)
(Middle)
641 LEXINGTON AVENUE, 18TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/21/2020 |
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 | 7/21/2020 | | S | | 25000 | D | $8.122 | 1476997 | D (1)(2) | |
Common Stock, par value $0.001 | 7/22/2020 | | S | | 60000 | D | $7.579 | 1416997 | D (1)(2) | |
Common Stock, par value $0.001 | 7/23/2020 | | S | | 100000 | D | $7.708 | 1316997 | D (1)(2) | |
Common Stock, par value $0.001 | 7/23/2020 | | S | | 15000 | D | $7.629 | 1301997 | D (1)(2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | These securities are owned solely by Merida Capital Partners LP ("MCP I"), who may be deemed to be a member of a "group" with Merida Capital Partners II LP ("MCP II") and Merida Capital Partners III LP ("MCP III") for purposes of Section 13(d) of the Exchange Act. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the reporting persons disclaim beneficial ownership of any securities reported herein, except to the extent that the reporting person has a pecuniary interest therein. This report shall not be deemed an admission that such reporting person is the beneficial owner of any securities not directly owned by such reporting person. |
(2) | Merida Manager, LLC ("Merida GP I"), as the general partner of MCP I, Merida Manager II LLC ("Merida GP II"), as the general partner of MCP II and Merida Manager III LLC ("Merida GP III"), as the general partner of MCP III, may be deemed to be the beneficial owner of the securities held by MCP I, MCP II and MCP III, respectively. Merida Advisor, LLC ("Merida Advisor"), as investment manager, may be deemed to be the beneficial owner of the securities held by MCP I, MCP II and MCP III. Mitchell Baruchowitz, as the manager of Merida Advisor, may be deemed to beneficially own the securities held by Merida Advisor. Pursuant to Rule 16a-1(a)(4) of the Act, the reporting persons disclaim beneficial ownership of any securities reported herein, except to the extent that the reporting person has a pecuniary interest therein. This report shall not be deemed an admission that such reporting person is the beneficial owner of any securities not directly owned by such reporting person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Merida Capital Partners, LP 641 LEXINGTON AVENUE 18TH FLOOR NEW YORK, NY 10022 |
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| Former 10% Owner |
Merida Capital Partners II LP 641 LEXINGTON AVENUE 18TH FLOOR NEW YORK, NY 10022 |
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| Former 10% Owner |
Merida Capital Partners III LP 641 LEXINGTON AVENUE 18TH FLOOR NEW YORK, NY 10022 |
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| Former 10% Owner |
Merida Advisor, LLC 641 LEXINGTON AVENUE 18TH FLOOR NEW YORK, NY 10022 |
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| Former 10% Owner |
Merida Manager, LLC 641 LEXINGTON AVENUE SUITE 1801 NEW YORK, NY 10022 |
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| Former 10% Owner |
Merida Manager II LLC 641 LEXINGTON AVENUE SUITE 1801 NEW YORK, NY 10022 |
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| Former 10% Owner |
Merida Manager III LLC 641 LEXINGTON AVENUE SUITE 1801 NEW YORK, NY 10022 |
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| Former 10% Owner |
Baruchowitz Mitchell C/O MERIDA MERGER CORP. I 641 LEXINGTON AVE, 18TH FLOOR NEW YORK, NY 10022 |
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| Former 10% Owner |
Signatures
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MERIDA CAPITAL PARTNERS, LP
By:Merida Manager, LLC,
its general partner
By:/s/ Mitchell Baruchowitz
Name:Mitchell Baruchowitz
Title: Manager | | 7/23/2020 |
**Signature of Reporting Person | Date |
MERIDA CAPITAL PARTNERS II LP
By:Merida Manager II LLC,
its general partner
By:/s/ Mitchell Baruchowitz
Name: Mitchell Baruchowitz
Title: Manager | | 7/23/2020 |
**Signature of Reporting Person | Date |
MERIDA CAPITAL PARTNERS III LP
By:Merida Manager III LLC,
its general partner
By:/s/ Mitchell Baruchowitz
Name:Mitchell Baruchowitz
Title: Manager | | 7/23/2020 |
**Signature of Reporting Person | Date |
MERIDA ADVISOR, LLC
By:/s/ Mitchell Baruchowitz
Name:Mitchell Baruchowitz
Title: Manager | | 7/23/2020 |
**Signature of Reporting Person | Date |
MERIDA MANAGER, LLC
By:/s/ Mitchell Baruchowitz
Name:Mitchell Baruchowitz
Title: Manager | | 7/23/2020 |
**Signature of Reporting Person | Date |
MERIDA MANAGER II, LLC
By:/s/ Mitchell Baruchowitz
Name:Mitchell Baruchowitz
Title: Manager | | 7/23/2020 |
**Signature of Reporting Person | Date |
MERIDA MANAGER III, LLC
By:/s/ Mitchell Baruchowitz
Name:Mitchell Baruchowitz
Title: Manager | | 7/23/2020 |
**Signature of Reporting Person | Date |
/s/ Mitchell Baruchowitz
MITCHELL BARUCHOWITZ | | 7/23/2020 |
**Signature of Reporting Person | Date |
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