Sec Form 3 Filing - Norwest Venture Partners XIII, LP @ Grove Collaborative Holdings, Inc. - 2022-06-16

FORM 3 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 Norwest Venture Partners XIII, LP 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) 525 UNIVERSITY AVENUE, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2022 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 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 500,100 I By Norwest Venture Partners XIII, LP( 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 ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 15,489,908( 3 ) I By Norwest Venture Partners XIII, LP( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Norwest Venture Partners XIII, LP 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA94301 X NVP Associates, LLC 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA94301 X Crowe Jeffrey 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA94301 X HAQUE PROMOD 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA94301 X Kossow Jon Erik 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA94301 X Signatures Norwest Venture Partners XIII, LP, By: Genesis VC Partners XIII, LLC, its general partner, By: NVP Associates, LLC, its managing member, By /s/ Matthew De Dominicis, Chief Financial Officer 06/27/2022 Signature of Reporting Person Date NVP Associates, LLC, By /s/ Matthew De Dominicis, Chief Financial Officer 06/27/2022 Signature of Reporting Person Date Jeffrey Crowe, By /s/ Matthew De Dominicis, Attorney-in-fact 06/27/2022 Signature of Reporting Person Date Promod Haque, By /s/ Matthew De Dominicis, Attorney-in-fact 06/27/2022 Signature of Reporting Person Date Jon E. Kossow, By /s/ Matthew De Dominicis, Attorney-in-fact 06/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are directly held by Norwest Venture Partners XIII, LP ("NVP XIII"). Genesis VC Partners XIII, LLC ("Genesis XIII") is the general partner of NVP XIII and NVP Associates, LLC ("NVP Associates") is the managing member of Genesis XIII. Genesis XIII, NVP Associates and Jeffrey Crowe, Promod Haque and Jon E. Kossow, as Co-Chief Executive Officers of NVP Associates, may be deemed to share voting and dispositive power over the shares held by NVP XIII. Each of Genesis XIII, NVP Associates and Messrs. Crowe, Haque and Kossow disclaims beneficial ownership of the securities held by NVP XIII except to the extent of its or his pecuniary interest therein. ( 2 )Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis for no additional consideration at the Reporting Person's election and has no expiration date. ( 3 )This amount includes 1,272,396 restricted shares of Class B Common Stock that will vest upon the achievement of certain earnout thresholds prior to June 16, 2032 (the "Earnout Shares") as follows: (i) 50% of the Earnout Shares automatically vest if the daily volume weighted average price ("VWAP") of the shares of Class A Common Stock is greater than or equal to $12.50 per share for any 20 trading days within any 30-trading-day period; and (ii) 50% of the Earnout Shares automatically vest if the daily VWAP of the shares of Class A Common Stock is greater than or equal to $15.00 per share for any 20 trading days within any 30-trading-day period, each subject to certain change-of-control provisions.

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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