Sec Form 4 Filing - Stiefel Sean @ GrowGeneration Corp. - 2020-05-12

FORM 4 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) 05/12/2020 (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 971,094 I See Footnotes ( 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 Common Stock Option $ 4.63 05/12/2020 A 16,666 ( 2 ) 05/12/2020 05/11/2025 Common Stock 16,666 $ 4.63 518,010 D Common Stock Option $ 4.63 05/12/2020 A 16,667 ( 2 ) 05/12/2021 05/11/2025 Common Stock 16,667 $ 4.63 534,677 D Common Stock Option $ 4.63 05/12/2020 A 16,667 ( 2 ) 05/12/2022 05/11/2025 Common Stock 16,667 $ 4.63 551,344 D

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 05/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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") and Navy Capital Green Co-Invest Partners, 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-Invest Fund, LLC (the "Co-Invest Fund"). NCG is the investment manager of the Fund and the Co-Invest Fund. The shares include 777,546 shares of common stock held by the Fund, and 193,548 shares of common stock held by the Co-Invest Fund. ( 2 )On May 12, 2020, the Issuer issued to the Reporting Person 5-year options to purchase 50,000 shares of common stock, at an exercise price of $4.63/share. One-third of the options vested as of the date of the issuance, one-third will vest as of the first anniversary of the issuance and the remaining one-third as of the second anniversary.

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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