Statement of Ownership (sc 13g)
June 27 2022 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Grove Collaborative Holdings, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001
(Title of Class of
Securities)
39957D102
(CUSIP Number)
June 16, 2022
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 39957D102 |
1. |
Names of Reporting Persons
Norwest Venture Partners XIII, LP |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x
(1) |
3. |
SEC Use Only |
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
15,990,008 shares (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
14,717,612 shares (3) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,990,008 shares (2) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented by Amount in Row (9)
9.8% of common stock (19.99% of Class A common stock) (4)(5) |
12. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
(1) | This Schedule 13G is filed by Norwest Venture Partners XIII, LP (“NVP XIII”), Genesis VC Partners
XIII, LLC (“Genesis XIII”), NVP Associates, LLC (“NVP Associates”), Jeffrey Crowe (“Crowe”), Promod
Haque (“Haque”) and Jon E. Kossow (“Kossow” and, with NVP XIII, Genesis XIII, NVP Associates, Crowe and Haque,
collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
(2) | Consists of (i) 500,100 shares of Class A common stock and 15,489,908 shares of Class A
common stock issuable upon the conversion of Class B common stock held by Norwest Venture Partners XIII, LP. The share numbers in
the preceding sentence represent the maximum number of shares of Class A common stock issuable upon the voluntary conversion of the
Reporting Persons’ Class B common stock. However, the convertibility of the Reporting Person’s Class B common stock
is limited pursuant to the terms of a Letter Agreement Regarding Restriction On Conversion Of Class B Common Stock (the “Agreement”)
as a result of the blocker provision of the Agreement described in the following sentence. The Agreement provides that the holder of Class B
common stock will not have a right to convert, subject to certain exceptions, the Class B common stock for Class A common stock
if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would exceed a beneficial
ownership limitation of 19.99% of the number of shares of Class A common stock outstanding immediately after giving effect to the
issuance of the shares of Class A common stock upon conversion of the Class B common stock being converted. Genesis XIII is
the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive
Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment
authority over these shares. |
(3) | Consists of the shares referenced in footnote (2), but excludes an aggregate of 1,272,396 shares that
are subject to vesting upon the achievement of certain earnout thresholds prior to June 16, 2032. |
(4) | Calculation of the percentage of common stock beneficially owned is based on a total of 162,803,333 shares
of common stock (29,412,877 shares of Class A common stock and 133,390,456 shares of Class B common stock) outstanding as of
June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission
(“SEC”) on June 23, 2022. |
(5) | Calculation of the percentage of Class A common stock beneficially owned is based on (i) 29,412,877
shares outstanding as of June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23,
2022 plus (ii) Class A common stock issuable upon conversion of Class B common stock beneficially owned by the Reporting
Person (as limited by the Agreement), which are treated as converted into Class A common stock only for the purpose of computing
the Class A common stock beneficial ownership percentage of the Reporting Person. |
CUSIP No. 39957D102 |
1. |
Names of Reporting Persons
Genesis VC Partners XIII, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC Use Only |
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
15,990,008
shares (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
14,717,612
shares (3) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,990,008
shares (2) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented by Amount in Row (9)
9.8% of common stock (19.99% of Class A common stock) (4)(5) |
12. |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 500,100 shares of Class A common stock and 15,489,908 shares of Class A
common stock issuable upon the conversion of Class B common stock held by Norwest Venture Partners XIII, LP. The share numbers in
the preceding sentence represent the maximum number of shares of Class A common stock issuable upon the voluntary conversion of the
Reporting Persons’ Class B common stock. However, the convertibility of the Reporting Person’s Class B common stock
is limited pursuant to the terms of the Agreement as a result of the blocker provision of the Agreement described in the following sentence.
The Agreement provides that the holder of Class B common stock will not have a right to convert, subject to certain exceptions, the
Class B common stock for Class A common stock if, as a result of such conversion, the holder, together with its affiliates and
other attribution parties, would exceed a beneficial ownership limitation of 19.99% of the number of shares of Class A common stock
outstanding immediately after giving effect to the issuance of the shares of Class A common stock upon conversion of the Class B
common stock being converted. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and
Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow,
may be deemed to share voting and investment authority over these shares. |
(3) | Consists of the shares referenced in footnote (2), but excludes an aggregate of 1,272,396 shares that
are subject to vesting upon the achievement of certain earnout thresholds prior to June 16, 2032. |
(4) | Calculation of the percentage of common stock beneficially owned is based on a total of 162,803,333 shares
of common stock (29,412,877 shares of Class A common stock and 133,390,456 shares of Class B common stock) outstanding as of
June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23, 2022. |
(5) | Calculation of the percentage of Class A common stock beneficially owned is based on (i) 29,412,877
shares outstanding as of June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23,
2022 plus (ii) Class A common stock issuable upon conversion of Class B common stock beneficially owned by the Reporting
Person (as limited by the Agreement), which are treated as converted into Class A common stock only for the purpose of computing
the Class A common stock beneficial ownership percentage of the Reporting Person. |
CUSIP No. 39957D102 |
1. |
Names of Reporting Persons
NVP Associates, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC Use Only |
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
15,990,008
shares (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
14,717,612
shares (3) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,990,008
shares (2) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented by Amount in Row (9)
9.8% of common stock (19.99% of Class A common stock) (4)(5) |
12. |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 500,100 shares of Class A common stock and 15,489,908 shares of Class A
common stock issuable upon the conversion of Class B common stock held by Norwest Venture Partners XIII, LP. The share numbers in
the preceding sentence represent the maximum number of shares of Class A common stock issuable upon the voluntary conversion of the
Reporting Persons’ Class B common stock. However, the convertibility of the Reporting Person’s Class B common stock
is limited pursuant to the terms of the Agreement as a result of the blocker provision of the Agreement described in the following sentence.
The Agreement provides that the holder of Class B common stock will not have a right to convert, subject to certain exceptions, the
Class B common stock for Class A common stock if, as a result of such conversion, the holder, together with its affiliates and
other attribution parties, would exceed a beneficial ownership limitation of 19.99% of the number of shares of Class A common stock
outstanding immediately after giving effect to the issuance of the shares of Class A common stock upon conversion of the Class B
common stock being converted. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and
Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow,
may be deemed to share voting and investment authority over these shares. |
(3) | Consists of the shares referenced in footnote (2), but excludes an aggregate of 1,272,396 shares that
are subject to vesting upon the achievement of certain earnout thresholds prior to June 16, 2032. |
(4) | Calculation of the percentage of common stock beneficially owned is based on a total of 162,803,333 shares
of common stock (29,412,877 shares of Class A common stock and 133,390,456 shares of Class B common stock) outstanding as of
June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23, 2022. |
(5) | Calculation of the percentage of Class A common stock beneficially owned is based on (i) 29,412,877
shares outstanding as of June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23,
2022 plus (ii) Class A common stock issuable upon conversion of Class B common stock beneficially owned by the Reporting
Person (as limited by the Agreement), which are treated as converted into Class A common stock only for the purpose of computing
the Class A common stock beneficial ownership percentage of the Reporting Person. |
CUSIP No. 39957D102 |
1. |
Names of Reporting Persons
Jeffrey Crowe |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC Use Only |
4. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
15,990,008
shares (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
14,717,612
shares (3) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,990,008
shares (2) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented by Amount in Row (9)
9.8% of common stock (19.99% of Class A common stock) (4)(5) |
12. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 500,100 shares of Class A common stock and 15,489,908 shares of Class A
common stock issuable upon the conversion of Class B common stock held by Norwest Venture Partners XIII, LP. The share numbers in
the preceding sentence represent the maximum number of shares of Class A common stock issuable upon the voluntary conversion of the
Reporting Persons’ Class B common stock. However, the convertibility of the Reporting Person’s Class B common stock
is limited pursuant to the terms of the Agreement as a result of the blocker provision of the Agreement described in the following sentence.
The Agreement provides that the holder of Class B common stock will not have a right to convert, subject to certain exceptions, the
Class B common stock for Class A common stock if, as a result of such conversion, the holder, together with its affiliates and
other attribution parties, would exceed a beneficial ownership limitation of 19.99% of the number of shares of Class A common stock
outstanding immediately after giving effect to the issuance of the shares of Class A common stock upon conversion of the Class B
common stock being converted. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and
Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow,
may be deemed to share voting and investment authority over these shares. |
(3) | Consists of the shares referenced in footnote (2), but excludes an aggregate of 1,272,396 shares that
are subject to vesting upon the achievement of certain earnout thresholds prior to June 16, 2032. |
(4) | Calculation of the percentage of common stock beneficially owned is based on a total of 162,803,333 shares
of common stock (29,412,877 shares of Class A common stock and 133,390,456 shares of Class B common stock) outstanding as of
June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23, 2022. |
(5) | Calculation of the percentage of Class A common stock beneficially owned is based on (i) 29,412,877
shares outstanding as of June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23,
2022 plus (ii) Class A common stock issuable upon conversion of Class B common stock beneficially owned by the Reporting
Person (as limited by the Agreement), which are treated as converted into Class A common stock only for the purpose of computing
the Class A common stock beneficial ownership percentage of the Reporting Person. |
CUSIP No. 39957D102 |
1. |
Names of Reporting Persons
Promod Haque |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC Use Only |
4. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
15,990,008
shares (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
14,717,612
shares (3) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,990,008
shares (2) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented by Amount in Row (9)
9.8% of common stock (19.99% of Class A common stock) (4)(5) |
12. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 500,100 shares of Class A common stock and 15,489,908 shares of Class A
common stock issuable upon the conversion of Class B common stock held by Norwest Venture Partners XIII, LP. The share numbers in
the preceding sentence represent the maximum number of shares of Class A common stock issuable upon the voluntary conversion of the
Reporting Persons’ Class B common stock. However, the convertibility of the Reporting Person’s Class B common stock
is limited pursuant to the terms of the Agreement as a result of the blocker provision of the Agreement described in the following sentence.
The Agreement provides that the holder of Class B common stock will not have a right to convert, subject to certain exceptions, the
Class B common stock for Class A common stock if, as a result of such conversion, the holder, together with its affiliates and
other attribution parties, would exceed a beneficial ownership limitation of 19.99% of the number of shares of Class A common stock
outstanding immediately after giving effect to the issuance of the shares of Class A common stock upon conversion of the Class B
common stock being converted. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and
Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow,
may be deemed to share voting and investment authority over these shares. |
(3) | Consists of the shares referenced in footnote (2), but excludes an aggregate of 1,272,396 shares that
are subject to vesting upon the achievement of certain earnout thresholds prior to June 16, 2032. |
(4) | Calculation of the percentage of common stock beneficially owned is based on a total of 162,803,333 shares
of common stock (29,412,877 shares of Class A common stock and 133,390,456 shares of Class B common stock) outstanding as of
June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23, 2022. |
(5) | Calculation of the percentage of Class A common stock beneficially owned is based on (i) 29,412,877
shares outstanding as of June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23,
2022 plus (ii) Class A common stock issuable upon conversion of Class B common stock beneficially owned by the Reporting
Person (as limited by the Agreement), which are treated as converted into Class A common stock only for the purpose of computing
the Class A common stock beneficial ownership percentage of the Reporting Person. |
CUSIP No. 39957D102 |
1. |
Names of Reporting Persons
Jon E. Kossow |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC Use Only |
4. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
15,990,008
shares (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
14,717,612
shares (3) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,990,008
shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented by Amount in Row (9)
9.8% of common stock (19.99% of Class A common stock) (4)(5) |
12. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 500,100 shares of Class A common stock and 15,489,908 shares of Class A
common stock issuable upon the conversion of Class B common stock held by Norwest Venture Partners XIII, LP. The share numbers in
the preceding sentence represent the maximum number of shares of Class A common stock issuable upon the voluntary conversion of the
Reporting Persons’ Class B common stock. However, the convertibility of the Reporting Person’s Class B common stock
is limited pursuant to the terms of the Agreement as a result of the blocker provision of the Agreement described in the following sentence.
The Agreement provides that the holder of Class B common stock will not have a right to convert, subject to certain exceptions, the
Class B common stock for Class A common stock if, as a result of such conversion, the holder, together with its affiliates and
other attribution parties, would exceed a beneficial ownership limitation of 19.99% of the number of shares of Class A common stock
outstanding immediately after giving effect to the issuance of the shares of Class A common stock upon conversion of the Class B
common stock being converted. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and
Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow,
may be deemed to share voting and investment authority over these shares. |
(3) | Consists of the shares referenced in footnote (2), but excludes an aggregate of 1,272,396 shares that
are subject to vesting upon the achievement of certain earnout thresholds prior to June 16, 2032. |
(4) | Calculation of the percentage of common stock beneficially owned is based on a total of 162,803,333 shares
of common stock (29,412,877 shares of Class A common stock and 133,390,456 shares of Class B common stock) outstanding as of
June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23, 2022. |
(5) | Calculation of the percentage of Class A common stock beneficially owned is based on (i) 29,412,877
shares outstanding as of June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 23,
2022 plus (ii) Class A common stock issuable upon conversion of Class B common stock beneficially owned by the Reporting
Person (as limited by the Agreement), which are treated as converted into Class A common stock only for the purpose of computing
the Class A common stock beneficial ownership percentage of the Reporting Person. |
Item 1. |
|
|
(a) |
Name of Issuer
Grove Collaborative Holdings, Inc. |
|
(b) |
Address of Issuer’s Principal Executive Offices
1301 Sansome Street
San Francisco, CA 94111 |
|
Item 2. |
|
|
(a) |
Name of Person Filing
Norwest Venture Partners XIII, LP (“NVP XIII”)
Genesis VC Partners XIII, LLC (“Genesis XIII”)
NVP Associates, LLC (“NVP
Associates”)
Jeffrey Crowe (“Crowe”)
Promod Haque (“Haque”)
Jon E. Kossow (“Kossow”) |
|
(b) |
Address of Principal Business Office or, if none, Residence
525 University Ave, Suite 800
Palo Alto, CA 94301 |
|
(c) |
Citizenship
Entities: NVP
XIII - Delaware
Genesis XIII - Delaware
NVP
Associates - Delaware
Individuals: Crowe - United
States of America
Haque - United
States of America
Kossow - United
States of America |
|
(d) |
Title of Class of Securities
Class A common stock, par value $0.0001 (“Class A common
stock”) |
|
(e) |
CUSIP Number
39957D102 |
|
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
|
|
Not applicable |
Item 4. |
Ownership |
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of June 27, 2022: |
Reporting
Persons |
|
Shares
Held Directly (1) | |
Sole Voting Power | |
Shared Voting Power (1) | |
Sole Dispositive Power | |
Shared Dispositive Power (2) | |
Beneficial Ownership | |
Percentage of Class (3) (4) |
NVP XIII (1) |
|
| 15,990,008 | |
| 0 | |
| 15,990,008 | |
| 0 | |
| 14,717,612 | |
| 15,990,008 | |
9.8% of common stock (19.99% of Class A common stock) |
Genesis XIII (1) |
|
| 0 | |
| 0 | |
| 15,990,008 | |
| 0 | |
| 14,717,612 | |
| 15,990,008 | |
9.8% of common stock (19.99% of Class A common stock) |
NVP Associates (1) |
|
| 0 | |
| 0 | |
| 15,990,008 | |
| 0 | |
| 14,717,612 | |
| 15,990,008 | |
9.8% of common stock (19.99% of Class A common stock) |
Crowe (1) |
|
| 0 | |
| 0 | |
| 15,990,008 | |
| 0 | |
| 14,717,612 | |
| 15,990,008 | |
9.8% of common stock (19.99% of Class A common stock) |
Haque (1) |
|
| 0 | |
| 0 | |
| 15,990,008 | |
| 0 | |
| 14,717,612 | |
| 15,990,008 | |
9.8% of common stock (19.99% of Class A common stock) |
Kossow (1) |
|
| 0 | |
| 0 | |
| 15,990,008 | |
| 0 | |
| 14,717,612 | |
| 15,990,008 | |
9.8% of common stock (19.99% of Class A common stock) |
| (1) | Consists of (i) 500,100 shares of Class A common stock
and 15,489,908 shares of Class A common stock issuable upon the conversion of Class B common stock held by Norwest Venture
Partners XIII, LP. The share numbers in the preceding sentence represent the maximum number of shares of Class A common stock issuable
upon the voluntary conversion of the Reporting Persons’ Class B common stock. However, the convertibility of the Reporting
Person’s Class B common stock is limited pursuant to the terms of the Agreement as a result of the blocker provision of the
Agreement described in the following sentence. The Agreement provides that the holder of Class B common stock will not have a right
to convert, subject to certain exceptions, the Class B common stock for Class A common stock if, as a result of such conversion,
the holder, together with its affiliates and other attribution parties, would exceed a beneficial ownership limitation of 19.99% of the
number of shares of Class A common stock outstanding immediately after giving effect to the issuance of the shares of Class A
common stock upon conversion of the Class B common stock being converted. Genesis XIII is the general partner of NVP XIII, NVP Associates
is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis
XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. |
| (2) | Consists of the shares referenced in footnote (2), but excludes
an aggregate of 1,272,396 shares that are subject to vesting upon the achievement of certain earnout thresholds prior to June 16,
2032. |
| (3) | Calculation of the percentage of common stock beneficially owned
is based on a total of 162,803,333 shares of common stock (29,412,877 shares of Class A common stock and 133,390,456 shares of Class B
common stock) outstanding as of June 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the
SEC on June 23, 2022. |
| (4) | Calculation of the percentage of Class A common stock beneficially
owned is based on (i) 29,412,877 shares outstanding as of June 16, 2022, as reported in the Issuer’s Current Report on
Form 8-K filed with the SEC on June 23, 2022 plus (ii) Class A common stock issuable upon conversion of Class B
common stock beneficially owned by the Reporting Person (as limited by the Agreement), which are treated as converted into Class A
common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
Item 5. |
Ownership of Five Percent or Less of a Class |
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ |
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
|
|
|
Not applicable |
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
|
|
|
Not applicable |
|
Item 8. |
Identification and Classification of Members of the Group |
|
|
|
Not applicable |
|
Item 9. |
Notice of Dissolution of Group |
|
|
|
Not applicable |
|
Item 10. |
Certification |
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Dated: June 27, 2022
Norwest Venture Partners XIII, LP
By |
Genesis VC Partners XIII, LLC |
|
Its |
General Partner |
|
|
|
|
By |
NVP Associates,
LLC, |
|
Its: |
Managing Member |
|
By: |
/s/
Matthew De Dominicis |
|
|
Name: Matthew De
Dominicis |
|
|
Title: Chief Financial Officer |
|
Genesis VC Partners XIII, LLC
By |
NVP Associates, LLC, |
|
Its: |
Managing Member |
|
By: |
/s/
Matthew De Dominicis |
|
|
Name: Matthew De
Dominicis |
|
|
Title: Chief Financial Officer |
|
NVP Associates, LLC
By: |
/s/
Matthew De Dominicis |
|
|
Name: Matthew De
Dominicis |
|
|
Title: Chief Financial Officer |
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Promod Haque |
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Jeffrey Crowe |
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Jon E. Kossow |
|
|
ATTENTION |
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Exhibit(s):
EXHIBIT A
JOINT FILING AGREEMENT
We,
the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A
Common Stock of Grove Collaborative Holdings, Inc. is filed on behalf of each of us.
Dated: June 27, 2022
Norwest Venture Partners XIII,
LP |
|
|
|
By |
Genesis VC Partners XIII, LLC |
|
Its |
General Partner |
|
|
|
By |
NVP Associates, LLC, |
|
Its: |
Managing Member |
|
|
|
By: |
/s/ Matthew De Dominicis |
|
|
Name: Matthew De Dominicis |
|
|
Title: Chief Financial Officer |
|
|
|
Genesis VC Partners XIII, LLC |
|
|
|
By |
NVP Associates, LLC, |
|
Its: |
Managing Member |
|
|
|
By: |
/s/ Matthew De Dominicis |
|
|
Name: Matthew De Dominicis |
|
|
Title: Chief Financial Officer |
|
|
|
NVP Associates, LLC |
|
|
|
By: |
/s/ Matthew De Dominicis |
|
|
Name: Matthew De Dominicis |
|
|
Title: Chief Financial Officer |
|
|
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Promod Haque |
|
|
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Jeffrey Crowe |
|
|
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Jon E. Kossow |
|
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