GrowGeneration Corp. — Director's Dealing 2020

Feb 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GrowGeneration Corp. (GRWG)
CIK: 0001604868
Period of Report: 2020-02-10

Reporting Person: Gotham Green Partners LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-10	Common Stock	S	13600	$5.9556	Disposed	2986494	Indirect
2020-02-10	Common Stock	S	3400	$5.9556	Disposed	746506	Indirect
2020-02-11	Common Stock	S	30111	$5.9117	Disposed	2956383	Indirect
2020-02-11	Common Stock	S	7527	$5.9117	Disposed	738979	Indirect
2020-02-12	Common Stock	S	56002	$5.6752	Disposed	2900381	Indirect
2020-02-12	Common Stock	S	13998	$5.6752	Disposed	724981	Indirect
2020-02-13	Common Stock	S	16000	$5.732	Disposed	2884381	Indirect
2020-02-13	Common Stock	S	4000	$5.732	Disposed	720981	Indirect
2020-02-14	Common Stock	S	120404	$6.0179	Disposed	2763977	Indirect
2020-02-14	Common Stock	S	30096	$6.0179	Disposed	690885	Indirect
2020-02-18	Common Stock	S	83892	$6.5608	Disposed	2680085	Indirect
2020-02-18	Common Stock	S	20970	$6.5608	Disposed	669915	Indirect
2020-02-19	Common Stock	S	50353	$6.5519	Disposed	2629732	Indirect
2020-02-19	Common Stock	S	12586	$6.5519	Disposed	657329	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1101135	Indirect
Common Stock	189187	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $5.70 to $6.29, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $5.74 to $6.0403, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $5.36 to $5.92, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $5.64 to $5.80, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $5.87 to $6.37, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $6.09 to $6.76, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $6.27 to $6.66, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F8: Gotham Green Partners LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1 LLC is the general partner of Gotham Green Fund 1 LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP II LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP.

F9: On December 13, 2019, the Reporting Person filed a Form 3 (the "Prior Report") which inadvertently stated the names in footnote 1 of the general partner entities as Gotham Green Fund 1 GP LLC and Gotham Green Fund II GP LLC, rather than Gotham Green GP 1 LLC and Gotham Green GP II LLC. This Form 4 filing corrects the error in the Prior Report.