Sec Form 4/A Filing - Kennedy Terry Joe @ GROW CAPITAL, INC. - 2020-06-12

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kennedy Terry Joe 2. Issuer Name and Ticker or Trading Symbol GROW CAPITAL, INC. [ GRWC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 688 CHILDRENS WAY 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2020 (Street) HENDERSON, NV89052 4. If Amendment, Date Original Filed (MM/DD/YY) 08/21/2020 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/12/2020 P 50,000 ( 1 ) A 673,974 ( 2 ) D Common Stock 08/19/2020 A 935,819 A 1,135,819 ( 2 ) I Footnote ( 4 ) Common Stock 08/19/2020 A 1,403,727 A 1,818,772 ( 2 ) I Footnote ( 5 ) Common Stock 08/19/2020 A 911,253 A 1,857,824 ( 2 ) I Footnote ( 6 ) Common Stock 08/19/2020 A 935,819 A 935,819 ( 2 ) I Footnote ( 7 ) Common Stock 08/19/2020 A 467,909 A 467,909 ( 2 ) I Footnote ( 8 ) Common Stock 116,701 ( 2 ) I Footnote ( 9 ) Common Stock 125,000 ( 2 ) I Footnote ( 10 ) Common Stock 60,000 ( 2 ) I Footnote ( 11 ) Common Stock 68,993 ( 2 ) I Footnote ( 12 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennedy Terry Joe 688 CHILDRENS WAY HENDERSON, NV89052 X CEO and President Signatures /s/ Terry Kennedy 10/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects effect of 1-for-20 reverse stock split effective 7/30/2020. Reporting person purchased 1,000,000 shares of common stock for $0.05 per share on 6/12/2020 ( 2 )Total amount reflects effect of 1-for-20 reverse stock split effective 7/30/2020. ( 3 )Shares acquired at a priced based on the 10-day volume weighted average price per share of $0.05343 calculated immediately before the date that the reverse stock split of Grow Capital, Inc. common stock became effective on OTCQB, July 30, 2020, in exchange for membership interests of PERA LLC as consideration for the acquisition of PERA LLC by Grow Capital, Inc. on August 19, 2020. ( 4 )The reporting person is a 50% owner and the manager of Racing 123, LLC. ( 5 )The reporting person is the manager and ultimate beneficial owner of AYG LLC. ( 6 )Reflects percentage ownership of Zeake, LLC. ( 7 )The reporting person is the manager of King Ship, LLC. ( 8 )The reporting person is the manager of Virtual Marketing Associates, LLC. ( 9 )The reporting person is the sole owner and the manager of Journey, Home 4 Teens, LLC. ( 10 )The reporting person is a 50% owner and the manager of Off the Wall, LLC. ( 11 )The reporting person is the sole owner and the manager of Appreciation Rewards, LLC. ( 12 )Shares owned by AF1 Public Relations LLC, an entity wholly-owned by the reporting person's wife. The reporting person disclaims beneficial ownership of any securities owned directly or indirectly by the reporting person's wife.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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