Statement of Changes in Beneficial Ownership (4)

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 ^* Kennedy Terry Joe	2. Issuer Name and Ticker or Trading Symbol GROW CAPITAL, INC. [ GRWC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and President
(Last) (First) (Middle) 2485 VILLAGE VIEW DRIVE STE #190	3. Date of Earliest Transaction (MM/DD/YYYY) 9/30/2021
(Street) HENDERSON, NV 89074 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/1/2021		A		37559	A	⁽¹⁾	1012231	D
Common Stock	10/1/2021		A		50000	A	⁽²⁾	1062231	D
Common Stock	9/30/2021		P		3450000	A	$.001	4170701	I	Footnote ⁽³⁾
Common Stock								1135819	I	Footnote ⁽⁴⁾
Common Stock								1818772	I	Footnote ⁽⁵⁾
Common Stock								1857824	I	Footnote ⁽⁶⁾
Common Stock								1135819	I	Footnote ⁽⁷⁾
Common Stock								467909	I	Footnote ⁽⁸⁾
Common Stock								125000	I	Footnote ⁽⁹⁾
Common Stock								68993	I	Footnote ⁽¹⁰⁾
Common Stock								25000	I	Footnote ⁽¹¹⁾
Common Stock								70000	I	Footnote ⁽¹²⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Fully vested shares issued as compensation for service for the quarter ended December 31, 2021.
(2)	Fully vested CEO compensation for quarter ended December 31, 2021.
(3)	The reporting person is the sole owner and the manager of Journey, Home 4 Teens, LLC.
(4)	The reporting person is a 50% owner and the manager of Racing 123, LLC.
(5)	The reporting person is the manager and ultimate beneficial owner of AYG LLC.
(6)	Reflects percentage ownership of Zeake, LLC.
(7)	The reporting person is the manager of King Ship, LLC.
(8)	The reporting person is the manager of Virtual Marketing Associates, LLC.
(9)	The reporting person is a 50% owner and the manager of Off the Wall, LLC.
(10)	Shares owned by AF1 Public Relations LLC, an entity wholly-owned by the reporting person's wife. The reporting person disclaims beneficial ownership of any securities owned directly or indirectly by the reporting person's wife.
(11)	The reporting person is a 67.35% owner of Appreciation LLC.
(12)	The reporting person is the sole owner and the manager of Appreciation Rewards, LLC.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kennedy Terry Joe 2485 VILLAGE VIEW DRIVE STE #190 HENDERSON, NV 89074	X	X	CEO and President