Sec Form 4 Filing - Clark Christopher @ Grove Collaborative Holdings, Inc. - 2023-05-15

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 Clark Christopher 2. Issuer Name and Ticker or Trading Symbol Grove Collaborative Holdings, Inc. [ GROV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Digital Officer (Last) (First) (Middle) C/O GROVE COLLABORATIVE HOLDINGS, INC., 1301 SANSOME STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2023 (Street) SAN FRANCISCO, CA94111 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 05/15/2023 M 30,626 A 563,127 D Class A Common Stock 05/15/2023 F 14,042 ( 2 ) D $ 0.4925 549,085 D Class A Common Stock 05/15/2023 M 4,501 A 553,586 D Class A Common Stock 05/15/2023 F 2,064 ( 2 ) D $ 0.4925 551,522 D Class A Common Stock 05/15/2023 M 6,902 A 558,424 D Class A Common Stock 05/15/2023 F 3,165 ( 2 ) D $ 0.4925 555,259 D Class A Common Stock 05/15/2023 M 84,222 A 639,481 D Class A Common Stock 05/15/2023 F 38,616 ( 2 ) D $ 0.4925 600,865 D Class A Common Stock 05/15/2023 M 10,806 A 611,671 D Class A Common Stock 05/15/2023 F 4,955 ( 2 ) D $ 0.4925 606,716 D Class A Common Stock 05/15/2023 M 9,155 A 615,871 D Class A Common Stock 05/15/2023 F 4,198 ( 2 ) D $ 0.4925 611,673 D Class A Common Stock 05/15/2023 M 60,907 A 672,580 D Class A Common Stock 05/15/2023 F 27,927 ( 2 ) D $ 0.4925 644,653 D Class A Common Stock 05/15/2023 S 10,000 D $ 0.4691 ( 3 ) 634,653 D Class A Common Stock 05/16/2023 S 14,849 D $ 0.4532 ( 4 ) 619,804 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 Restricted Stock Units ( 1 ) 05/15/2023 M 30,626 ( 5 ) ( 6 ) Class A Common Stock 30,626 ( 1 ) 91,878 D Restricted Stock Units ( 1 ) 05/15/2023 M 4,501 ( 7 ) ( 6 ) Class A Common Stock 4,501 ( 1 ) 50,125 D Restricted Stock Units ( 1 ) 05/15/2023 M 6,902 ( 8 ) ( 6 ) Class A Common Stock 6,902 ( 1 ) 29,714 D Restricted Stock Units ( 1 ) 05/15/2023 M 84,222 ( 9 ) ( 6 ) Class A Common Stock 84,222 ( 1 ) 0 D Restricted Stock Units ( 1 ) 05/15/2023 M 10,806 ( 9 ) ( 6 ) Class A Common Stock 10,806 ( 1 ) 0 D Restricted Stock Units ( 1 ) 05/15/2023 M 9,155 ( 9 ) ( 6 ) Class A Common Stock 9,155 ( 1 ) 0 D Restricted Stock Units ( 1 ) 05/15/2023 M 60,907 ( 10 ) ( 6 ) Class A Common Stock 60,907 ( 1 ) 669,975 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clark Christopher C/O GROVE COLLABORATIVE HOLDINGS, INC. 1301 SANSOME STREET SAN FRANCISCO, CA94111 X Chief Digital Officer Signatures /s/Barbara Wallace, Attorney-in-Fact for Christopher Clark 05/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A Common Stock ( 2 )These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability. ( 3 )The transaction was executed in multiple trades in prices ranging from $.4612 to $.4793, inclusive. The price reported in Column 4 above reflects the weighted average sales price. The Reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote of this Form 4. ( 4 )The transaction was executed in multiple trades in prices ranging from $.450 to $.4833, inclusive. The price reported in Column 4 above reflects the weighted average sales price. The Reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote of this Form 4. ( 5 )These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. ( 6 )The RSUs have no expiration date. ( 7 )These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. ( 8 )These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. ( 9 )These RSUs shall vest in two equal installments on each of February 15, 2023 and May 15, 2023, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date ( 10 )These RSUs will vest in twelve equal installments on each February 15th, May 15th, August 15th and November 15th of each year (provided, that if such date occurs on a weekend or federal holiday, vesting shall occur on the next business day) beginning on May 15, 2023, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or the Reporting Person resigns for good reason.

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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