Sec Form 4 Filing - VIECO INVESTMENTS LTD @ Grove Collaborative Holdings, Inc. - 2023-11-01

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 VIECO INVESTMENTS LTD 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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) CRAIGMUIR CHAMBERS, ROAD TOWN 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2023 (Street) TORTOLA, D8VG1110 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 Class A Common Stock 11/01/2023 J( 1 ) 4,533,841 ( 2 ) ( 3 ) D $ 0 ( 1 ) 0 I See footnote ( 4 )

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 $ 0.05 ( 2 ) 11/01/2023 J( 1 ) 775,005 ( 2 ) ( 5 ) 06/16/2022 06/16/2027 Class A Common Stock 775,005 ( 2 ) ( 5 ) $ 0 ( 1 ) 0 I See footnote ( 4 ) Warrants $ 57.5 ( 2 ) 11/01/2023 J( 1 ) 1,340,000 ( 2 ) ( 6 ) 07/16/2022 06/16/2027 Class A Common Stock 1,340,000 ( 2 ) ( 6 ) $ 0 ( 1 ) 0 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VIECO INVESTMENTS LTD CRAIGMUIR CHAMBERS ROAD TOWN TORTOLA, D8VG1110 Former 10% Owner Signatures Vieco Investments Ltd., By: Harold Brunink, as attorney-in-fact 11/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 1, 2023, Vieco Investments Limited ("Vieco") transferred all of its membership interests in Virgin Group Acquisition Sponsor II LLC ("Sponsor") to Corvina Holdings Limited ("Corvina"). The aggregate beneficial ownership of the securities of the Issuer held by Sponsor and Corvina is unchanged as a result of these transactions. This Form 4 is being filed to report that Vieco is no longer a beneficial owner of securities of the Issuer. ( 2 )Reflects a 1-for-5 reverse stock split of the Issuer's common stock, effective after market close on June 5, 2023. ( 3 )Consists of (i) 1,994,500 shares of Class A Common Stock owned of record by Sponsor and (ii) 2,539,341 shares of Class A Common Stock owned of record by Corvina. ( 4 )Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings Limited ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Mr. Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Mr. Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina. ( 5 )Consists of 775,000 shares of Class A Common Stock underlying 3,875,028 warrants owned of record by Corvina. ( 6 )Consists of 1,340,000 shares of Class A Common Stock underlying 6,700,000 warrants owned of record by Sponsor.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

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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