Sec Form 4 Filing - Sanders Gregory Kevin @ GrowGeneration Corp. - 2022-12-06

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 Sanders Gregory Kevin 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 Financial Officer (Last) (First) (Middle) C/O GROWGENERATION CORP., 5619 DTC PARKWAY, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2022 (Street) GREENWOOD VILLAGE, CO80111 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 12/06/2022 A 7,351 ( 1 ) A $ 5.11 13,913 D Common Stock 12/15/2022 A 2,666 ( 2 ) A $ 5.4 16,579 D Common Stock 12/15/2022 A 10,664 ( 3 ) A $ 5.4 27,243 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 Common Stock Option $ 3.84 12/06/2022 M 20,000 ( 1 ) 08/16/2018 02/16/2023 Common Stock 20,000 $ 5.11 20,000 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sanders Gregory Kevin C/O GROWGENERATION CORP. 5619 DTC PARKWAY, SUITE 900 GREENWOOD VILLAGE, CO80111 Chief Financial Officer Signatures Gregory Sanders 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 6, 2022, 7,351 shares were issued by the Issuer pursuant to a cashless exercise by the Reporting Person to purchase 20,000 shares of common stock. ( 2 )Pursuant to a restricted stock unit award agreement dated January 5, 2022, the Reporting Person was granted 15,000 restricted stock units, which will vest in four equal installments of 3,750 restricted stock units on each December 15 following the grant date. The first installment vested on December 15, 2022, of which 1,084 shares were withheld by the Issuer to satisfy the applicable tax withholding obligation and 2,666 shares of common stock were issued to the Reporting Person. ( 3 )Pursuant to a restricted stock unit award agreement dated August 9, 2022, the Reporting Person was granted 90,000 restricted stock units, which will vest in six equal installments of 15,000 restricted stock units on each December 15 and June 15 following the grant date. The first installment vested on December 15, 2022, of which 4,336 shares of common stock were withheld by the Issuer to satisfy the applicable tax withholding obligation and 10,664 shares of common stock were issued to the Reporting Person. ( 4 )Other than the options exercised on December 6, 2022, the Reporting Person also owns another option to purchase 20,000 shares of common stock at an exercise price of $3.84/share.

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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