Sec Form 3/A Filing - MAYFIELD XV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP @ Grove Collaborative Holdings, Inc. - 2022-06-16

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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
MAYFIELD XV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
2. Issuer Name and Ticker or Trading Symbol
Grove Collaborative Holdings, Inc. [ GROV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2484 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2022
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
06/21/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 200,000 I By Mayfield Select, a Cayman Islands Exempted Limited Partnership( 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
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 13,312,440( 4 ) I By Mayfield XV, a Cayman Islands Exempted Limited Partnership( 2 )
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 2,354,921( 5 ) I By Mayfield Select, a Cayman Islands Exempted Limited Partnership( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAYFIELD XV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
2484 SAND HILL ROAD
MENLO PARK, CA94025
X
Mayfield XV Management (EGP), L.P.
2484 SAND HILL ROAD
MENLO PARK, CA94025
X
Mayfield XV Management (UGP), Ltd.
2484 SAND HILL ROAD
MENLO PARK, CA94025
X
MAYFIELD SELECT, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
2484 SAND HILL ROAD
MENLO PARK, CA94025
X
Mayfield Select Management (EGP), L.P.
2484 SAND HILL ROAD
MENLO PARK, CA94025
X
Mayfield Select Management (UGP), Ltd.
2484 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
Mayfield XV, a Cayman Islands Exempted Limited Partnership,By: Mayfield XV Management (EGP), L.P., its general partner,By: Mayfield XV Management (UGP), Ltd., its general partner,By: /s/ Paul Kohli, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
Mayfield XV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership,By: Mayfield XV Management (UGP), Ltd., its general partner,By: /s/ Paul Kohli, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
Mayfield XV Management (UGP), Ltd., a Cayman Islands Exempted Company,By: /s/ Paul Kohli, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
Mayfield Select, a Cayman Islands Exempted Limited Partnership,By: Mayfield Select Management (EGP), L.P., its general partner,By: Mayfield Select Management (UGP), Ltd., its general partner,By: /s/ Paul Kohli, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership,By: Mayfield Select Management (UGP), Ltd., its general partner,By: /s/ Paul Kohli, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company,/s/ Paul Kohli, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company ("MF Select UGP") is the general partner of Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership ("MF Select EGP"), which is the general partner of Mayfield Select, a Cayman Islands Exempted Limited Partnership ("MF Select"). Rajeev Batra, Navin Chaddha and Urshit Parikh are the directors of MF Select UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by MF Select, but each of the individuals disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.
( 2 )Mayfield XV Management (UGP), Ltd., a Cayman Islands Exempted Company ("MF XV UGP"), is the general partner of Mayfield XV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership ("MF XV EGP"), which is the general partner of Mayfield XV, a Cayman Islands Exempted Limited Partnership ("MF XV"). Rajeev Batra, Navin Chaddha and Urshit Parikh are the directors of MF XV UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by MF XV, but each of the individuals disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.
( 3 )Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.
( 4 )This amount includes 1,093,524 restricted shares of Class B Common Stock that will vest in two substantially equal installments if the Issuer's Class A common stock if the daily volume weighted average price ("VWAP") per share of the Issuer's Class A Common Stock for any 20 trading days within any 30-trading-day period prior to June 16, 2032 equals or exceeds the following thresholds: $12.50 and $15.00.
( 5 )This amount includes 193,440 restricted shares of Class B Common Stock that will vest in two substantially equal installments if the Issuer's Class A common stock if the daily volume weighted average price ("VWAP") per share of the Issuer's Class A Common Stock for any 20 trading days within any 30-trading-day period prior to June 16, 2032 equals or exceeds the following thresholds: $12.50 and $15.00.

Remarks:
The Form 3 originally filed by the Reporting Persons inadvertently omitted the Earnout Shares held by Mayfield XV and MF Select. This amendment is being filed to correct the amounts in Table II, column 3 of the Form 3, and the information in Table I has been restated without amendment for completeness.

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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