GrowGeneration Corp. — Director's Dealing 2021

Apr 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GrowGeneration Corp. (GRWG)
CIK: 0001604868
Period of Report: 2021-04-15

Reporting Person: Stiefel Sean (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-15	Common Stock	X	166667	$0.35	Acquired	394213	Indirect
2021-04-15	Common Stock	X	112903	$3.50	Acquired	507116	Indirect
2021-04-15	Common Stock	S	8305	$47.58	Disposed	498811	Indirect
2021-04-15	Common Stock	J	0	—	Acquired	111252	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Warrant	$0.35	X	166667	Disposed	2021-05-09	Common Stock (166667)	Indirect
2021-04-15	Warrant	$3.50	X	112903	Disposed	2022-06-04	Common Stock (112903)	Indirect

Footnotes

F1: Sean Stiefel (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 the Reporting Person as a result of (i) cash exercise by the Fund of warrants to purchase shares of Common Stock, and (ii) cashless exercise by the Fund of warrants to purchase shares of Common Stock. The amount of 498,811 in Table I reflects the aggregate amount of Common Stock held by the Fund directly after giving effect to the exercise of the warrants requiring the filing of this statement.

F2: On April 15, 2021, the Fund exercised a warrant to purchase 112,903 shares of Issuer's common stock for $3.50 a share. The Fund paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 8,305 of the warrant shares to pay the exercise price and issuing to the Fund the remaining 104,598 shares.

F3: Following the warrant exercises by the Fund of warrants owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 498,811 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock.