GrowGeneration Corp. — Director's Dealing 2020

Aug 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GrowGeneration Corp. (GRWG)
CIK: 0001604868
Period of Report: 2020-08-18

Reporting Person: Stiefel Sean (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-18	Common Stock	J	96774	—	Disposed	874320	Indirect
2020-08-19	Common Stock	J	96774	—	Disposed	777546	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-18	Warrant to purchase common stock	$3.50	J	48387	Disposed	2022-05-31	Common Stock (48387)	Indirect
2020-08-19	Warrant to purchase common stock	$3.50	J	48387	Disposed	2022-05-31	Common Stock (48387)	Indirect

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") and Navy Capital Green Co-Invest Partners, LLC ("NCGCP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCGCP is the manager of Navy Capital Green Co-Invest Fund, LLC (the "Co-Invest Fund"). NCG is the investment manager of the Fund and the Co-Invest Fund. On each of August 18 and August 19, 2020, the Co-Invest Fund distributed 96,774 shares of common stock and warrants to purchase 48,387 shares of common stock without the payment of consideration as an in-kind distribution to each of an individual and Aiello Family Trust. Following the distributions, the Co-Invest Fund no longer owns any shares of the Issuer and the Reporting Person indirectly owns a total of 777,546 shares of common stock through the Fund.

F2: Following the distributions on August 18 and August 19, 2020, the Reporting Person owns options to purchase 175,000 shares of common stock, and indirectly owns warrants to purchase a total of 279,570 shares of common stock through the Fund.