Sec Form 3 Filing - Stiefel Sean @ GrowGeneration Corp. - 2019-11-25

FORM 3 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 Stiefel Sean 2. Issuer Name and Ticker or Trading Symbol GrowGeneration Corp. [ GRWG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 747 THIRD AVENUE, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2019 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 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 752,546 I See Footnote 1 Common Stock 193,548 I See Footnote 1

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 Warrants $ 3.5 06/04/2019 06/04/2022 Common Stock 112,903 I See Footnote ( 1 ) Warrants $ 3.5 06/04/2019 06/04/2022 Common Stock 96,774 I See Footnote ( 2 ) Warrants $ 0.35 05/09/2018 05/09/2021 Common Stock 166,667 I See Footnote ( 1 ) Common Stock Option $ 3.35 01/04/2018 01/03/2023 Common Stock 16,666 D ( 3 ) Common Stock Option $ 3.35 01/04/2019 01/03/2023 Common Stock 16,667 D ( 3 ) Common Stock Option $ 3.35 01/04/2020 01/03/2023 Common Stock 16,667 D ( 3 ) Common Stock Option $ 3.59 10/23/2018 10/22/2023 Common Stock 8,333 D ( 3 ) Common Stock Option $ 3.59 10/23/2019 10/22/2023 Common Stock 8,333 D ( 3 ) Common Stock Option $ 3.59 10/23/2020 10/22/2023 Common Stock 8,334 D ( 3 ) Common Stock Option $ 2.96 03/26/2019 03/25/2024 Common Stock 16,667 D ( 3 ) Common Stock Option $ 2.96 03/26/2020 03/25/2024 Common Stock 16,667 D ( 3 ) Common Stock Option $ 2.96 03/26/2021 03/25/2024 Common Stock 16,666 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stiefel Sean 747 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X Signatures /s/ Sean Stiefel 11/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sean Stiefel 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 Partner, LLC ("NCGCP") NCGMP is the general partner of Navy Capital Green Fund, LP ("the Fund") NCGMP is the managing member of Navy Capital Green Co-Investment Fund, LLC (the Co-Invest Fund"). NCG is the investment manager of the Fund and the Co-Invest Fund. This amount reflects the amount of securities held by the Fund. ( 2 )This amount reflects the amount of securities held by the Co-Invest Fund ( 3 )This amount reflects the amount of securities held by Sean Stiefel directly.

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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