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 *

Virgin Group Acquisition Sponsor II LLC		 2. Issuer Name and Ticker or Trading Symbol

Grove Collaborative Holdings, Inc. [ GROV ] 		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)

C/O VIRGIN GROUP ACQUISITION CORP. II, 65 BLEECKER STREET, 6TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/16/2022
(Street)

NEW YORK, NY 10012
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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
Class A Common Stock 6/16/2022  C  9972500 (1)A$0 (1)9972500 D (5)(7)(8) 
Class A Common Stock 6/16/2022  P  2750000 (2)A$0 (2)12722500 D (6)(7)(8) 
Class A Common Stock 6/16/2022  P  1671524 (3)A$10.00 14394024 D (6)(7)(8) 
Class A Common Stock 6/16/2022  P  5000000 (4)A$10.00 19394024 D (6)(7)(8) 

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
Class B Ordinary Shares  (1)6/16/2022  C     10062500   (1) (1)Class A Common Stock 9972500  (1)0 D (5)(7)(8) 
Warrants $0.01 6/16/2022  P   3875028 (3)   6/16/2022 6/16/2027 Class A Common Stock 3875028 $0.01 3875028 D (6)(7)(8) 
Warrants $11.50 6/16/2022  P   6700000 (9)   7/16/2022 6/16/2027 Class A Common Stock 6700000 $1.50 6700000 D (5)(7)(8) 
Explanation of Responses:
(1) Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.
(2) Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction.
(3) Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share.
(4) Acquired through private placement transaction.
(5) Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.
(6) Corvina Holdings Limited is the record holder of these Shares.
(7) Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.
(8) Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.
(9) Represents warrants that were converted in connection with the closing of the Transaction to purchase one Share at $11.50 per Share. The warrants were purchased as private placement warrants at $1.50 per Share with an exercise price of $11.50 per Share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Virgin Group Acquisition Sponsor II LLC
C/O VIRGIN GROUP ACQUISITION CORP. II
65 BLEECKER STREET, 6TH FLOOR
NEW YORK, NY 10012
X

Corvina Holdings LTD
CRAIGMUIR CHAMBERS
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS, D8 VG1110
X

Virgin Group Holdings LTD
CRAIGMUIR CHAMBERS
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS, D8 VG1110
X

VIECO INVESTMENTS LTD
CRAIGMUIR CHAMBERS
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS, D8 VG1110
X

Branson Sir Richard
BRANSON VILLA
NECKER BEACH ESTATE, NECKER ISLAND
BRITISH VIRGIN ISLANDS, D8 VG1150
X
Signatures
VG Acquisition Sponsor II LLC, By: James Cahillane, as attorney-in-fact6/21/2022
**Signature of Reporting PersonDate

Corvina Holdings Limited, By: Harold Brunink, as attorney-in-fact6/21/2022
**Signature of Reporting PersonDate

Virgin Group Holdings Limited, By: Harold Brunink, as attorney-in-fact6/21/2022
**Signature of Reporting PersonDate

Vieco Investments Ltd. By: Harold Brunink, as attorney-in-fact6/21/2022
**Signature of Reporting PersonDate

Sir Richard Branson, By: Harold Brunink, as attorney-in-fact6/21/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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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