GrowGeneration Corp. — Director's Dealing 2020

Nov 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GrowGeneration Corp. (GRWG)
CIK: 0001604868
Period of Report: 2020-11-23

Reporting Person: Stiefel Sean (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-23	Common Stock	S	492995	$31.17	Disposed	284551	Indirect
2020-11-23	Common Stock	S	7005	$32.02	Disposed	277546	Indirect
2020-11-24	Common Stock	S	45000	$32.90	Disposed	232546	Indirect
2020-11-24	Common Stock	S	5000	$33.70	Disposed	227546	Indirect
2020-11-23	Common Stock	M	50000	$3.35	Acquired	50000	Direct
2020-11-23	Common Stock	F	5317	$31.50	Disposed	44683	Direct
2020-11-23	Common Stock	M	25000	$3.59	Acquired	69683	Direct
2020-11-23	Common Stock	F	2849	$31.50	Disposed	66834	Direct
2020-11-23	Common Stock	M	33333	$2.96	Acquired	100167	Direct
2020-11-23	Common Stock	F	3132	$31.50	Disposed	97035	Direct
2020-11-23	Common Stock	M	16667	$4.63	Disposed	113702	Direct
2020-11-23	Common Stock	F	2450	$31.50	Disposed	111252	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-23	Common Stock Options	$3.35	M	50000	Disposed	2023-01-03	Common Stock (50000)	Direct
2020-11-23	Common Stock Options	$3.59	M	25000	Disposed	2023-10-22	Common Stock (25000)	Direct
2020-11-23	Common Stock Options	$2.96	M	33333	Disposed	2024-03-26	Common Stock (33333)	Direct
2020-11-23	Common Stock Options	$4.63	M	16667	Disposed	2025-05-11	Common Stock (16667)	Direct

Footnotes

F1: The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by Sean Stiefel as a result of (i) open market transactions occurring between November 23, 2020 and November 24, 2020, in which the Fund sold 550,000 shares of Common Stock of the Issuer, and (ii) cashless exercises by the Reporting Person of options to purchase shares of Common Stock. The amount of 227,546 in Table I reflects the aggregate amount of Common Stock held by the Fund directly.

F2: The November 23, 2020 sale of 492,995 shares of Common Stock transaction was executed in multiple trades at prices ranging from $30.78 to $31.77. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: The November 23, 2020 sale of 7,005 shares of Common Stock transaction was executed in multiple trades at prices ranging from $31.80 to $32.17. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The November 24, 2020 sale of 45,000 shares of Common Stock transaction was executed in multiple trades at prices ranging from $32.54 to $33.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: Reflects 5,317 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.35 per share to fund the cashless exercise of 50,000 options owned by the Reporting Person pursuant to the Issuer's 2014 Equity Incentive Plan (the "Plan") and the related Stock Option Award Agreement ("Award Agreement").

F6: Reflects 2,849 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.59 per share to fund the cashless exercise of 25,000 options owned by the Reporting Person pursuant to the Plan and related Award Agreement.

F7: Reflects 3,132 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $2.96 per share to fund the cashless exercise of 33,333 options owned by the Reporting Person pursuant to the Plan and related Award Agreement.

F8: Reflects 2,450 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $4.63 per share to fund the cashless exercise of 16,667 options owned by the Reporting Person pursuant to the Plan and related Award Agreement.

F9: Following the open market transactions by the Fund and the cashless exercise by the Reporting Person of options owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 227,546 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock and directly owns options to purchase 50,000 shares of Common Stock.