Sec Form 3/A Filing - Rutenis Paul @ GrowGeneration Corp. - 2021-06-21

FORM 3/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 Rutenis Paul 2. Issuer Name and Ticker or Trading Symbol GrowGeneration Corp. [ GRWG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Merchandise Officer (Last) (First) (Middle) SUITE 900, 5619 DTC PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/21/2021 (Street) GREENWOOD VILLAGE, CO80111 4. If Amendment, Date Original Filed (MM/DD/YY) 01/24/2022 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 104,220( 1 ) D

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 Rutenis Paul SUITE 900, 5619 DTC PARKWAY GREENWOOD VILLAGE, CO80111 Chief Merchandise Officer Signatures /s/ Paul Rutenis 02/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amendment to Form 3 is being filed to correct the total number of shares owned by the Reporting Person included in the Form 3 originally filed on January 24, 2022 from 102,720 to 104,220, which includes: (i) 4,387 shares of the Issuer's common stock issued on December 21, 2021 (out of 6,666 shares vested on such date, 2,279 shares were withheld by the Issuer to satisfy the tax withholding obligation applicable to the vested shares), pursuant to the Reporting Person's employment agreement (the "Employment Agreement"); (ii) a total of 33,333 unvested shares of common stock, with the following vesting schedule pursuant to the Employment Agreement: 6,666 shares on June 21, 2022, 6,667 shares on December 21, 2022, 6,667 shares on June 21, 2023, 6,667 shares on December 21, 2023, and 6,667 shares on June 21, 2024; (iii) a total of 65,000 Restricted Stock Units ("RSUs") subject to the following vesting schedule: 16,250 RSUs as of December 15, 2022, 16,250 RSUs as of December 15, 2023, 16,250 RSUs as of December 15, 2024, and 16,250 RSUs as of December 15, 2025; and (iv) a total of 1,500 shares of common stock bought by the Reporting Person on the open market prior to his employment with the Issuer. Except the shares bought on the open market, all above-mentioned shares and RSUs of the Reporting Person are granted under the Amended and Restated 2018 Equity Incentive Plan of the Issuer.

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).

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