Grove Collaborative Holdings, Inc. — Director's Dealing 2023

May 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Grove Collaborative Holdings, Inc. (GROV)
CIK: 0001841761
Period of Report: 2023-05-15

Reporting Person: Landesberg Stuart (Director, President & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-15	Class A Common Stock	M	158510	—	Acquired	2723367	Direct
2023-05-15	Class A Common Stock	F	78590	$.4925	Disposed	2644777	Direct
2023-05-15	Class A Common Stock	M	824774	—	Acquired	3469551	Direct
2023-05-15	Class A Common Stock	F	408923	$.4925	Disposed	3060628	Direct
2023-05-15	Class A Common Stock	M	10889	—	Acquired	3071517	Direct
2023-05-15	Class A Common Stock	F	5399	$.4925	Disposed	3066118	Direct
2023-05-15	Class A Common Stock	M	268242	—	Acquired	3334360	Direct
2023-05-15	Class A Common Stock	F	132995	$.4925	Disposed	3201365	Direct
2023-05-15	Class A Common Stock	M	9155	—	Acquired	3210520	Direct
2023-05-15	Class A Common Stock	F	4540	$.4925	Disposed	3205980	Direct
2023-05-15	Class A Common Stock	M	225286	—	Acquired	3431266	Direct
2023-05-15	Class A Common Stock	F	111697	$.4925	Disposed	3319569	Direct
2023-05-15	Class A Common Stock	M	378078	—	Acquired	3697647	Direct
2023-05-15	Class A Common Stock	F	187452	$.4925	Disposed	3510195	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-15	Restricted Stock Units	$	M	158510	Disposed		Class A Common Stock (158510)	Direct
2023-05-15	Restricted Stock Units	$	M	824774	Disposed		Class A Common Stock (824774)	Direct
2023-05-15	Restricted Stock Units	$	M	10889	Disposed		Class A Common Stock (10889)	Direct
2023-05-15	Restricted Stock Units	$	M	268242	Disposed		Class A Common Stock (268242)	Direct
2023-05-15	Restricted Stock Units	$	M	9155	Disposed		Class A Common Stock (9155)	Direct
2023-05-15	Restricted Stock Units	$	M	225286	Disposed		Class A Common Stock (225286)	Direct
2023-05-15	Restricted Stock Units	$	M	378078	Disposed		Class A Common Stock (378078)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	617794	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A Common Stock

F2: Total includes 10,000 shares purchased on May 15, 2023, pursuant to the Issuer's Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

F3: These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability.

F4: These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

F5: The RSUs have no expiration date.

F6: These RSUs shall vest in two equal installments on each of February 15, 2023 and May 15, 2023, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date

F7: These RSUs will vest in twelve equal installments on each February 15th, May 15th, August 15th and November 15th of each year (provided, that if such date occurs on a weekend or federal holiday, vesting shall occur on the next business day) beginning on May 15, 2023, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or the Reporting Person resigns for good reason.