Filing Details
- Accession Number:
- 0000950103-22-010959
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-06-21 19:48:50
- Reporting Period:
- 2022-06-16
- Accepted Time:
- 2022-06-21 19:48:50
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1841761 | Grove Collaborative Holdings Inc. | GROV | () | 4 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1368872 | Ltd Holdings Corvina | Craigmuir Chambers Road Town, Tortola British Virgin Islands D8 VG1110 | No | No | Yes | No | |
1368963 | Richard Sir Branson | Branson Villa Necker Beach Estate, Necker Island British Virgin Islands D8 VG1150 | No | No | Yes | No | |
1402303 | Ltd Holdings Group Virgin | Craigmuir Chambers Road Town, Tortola British Virgin Islands D8 VG1110 | No | No | Yes | No | |
1734533 | Ltd Investments Vieco | Craigmuir Chambers Road Town, Tortola British Virgin Islands D8 VG1110 | No | No | Yes | No | |
1846226 | Virgin Group Acquisition Sponsor Ii Llc | C/O Virgin Group Acquisition Corp. Ii 65 Bleecker Street, 6Th Floor New York NY 10012 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Class A Common Stock | Acquisiton | 2022-06-16 | 9,972,500 | $0.00 | 9,972,500 | No | 4 | C | Direct | |
Class A Common Stock | Acquisiton | 2022-06-16 | 2,750,000 | $0.00 | 12,722,500 | No | 4 | P | Direct | |
Class A Common Stock | Acquisiton | 2022-06-16 | 1,671,524 | $10.00 | 14,394,024 | No | 4 | P | Direct | |
Class A Common Stock | Acquisiton | 2022-06-16 | 5,000,000 | $10.00 | 19,394,024 | No | 4 | P | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | C | Direct | |
No | 4 | P | Direct | |
No | 4 | P | Direct | |
No | 4 | P | Direct |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Class A Common Stock | Class B Ordinary Shares | Disposition | 2022-06-16 | 10,062,500 | $0.00 | 9,972,500 | $0.00 |
Class A Common Stock | Warrants | Acquisiton | 2022-06-16 | 3,875,028 | $0.01 | 3,875,028 | $0.01 |
Class A Common Stock | Warrants | Acquisiton | 2022-06-16 | 6,700,000 | $1.50 | 6,700,000 | $11.50 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | No | 4 | C | Direct | ||
3,875,028 | 2022-06-16 | 2027-06-16 | No | 4 | P | Direct |
6,700,000 | 2022-07-16 | 2027-06-16 | No | 4 | P | Direct |
Footnotes
- Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.
- Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction.
- Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share.
- Acquired through private placement transaction.
- Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.
- Corvina Holdings Limited is the record holder of these Shares.
- Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.
- Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.
- Represents warrants that were converted in connection with the closing of the Transaction to purchase one Share at $11.50 per Share. The warrants were purchased as private placement warrants at $1.50 per Share with an exercise price of $11.50 per Share.