Last 12 months
Inside the activity.
8 purchase rows · 0 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 0 |
| Dec 2025 | 0 | 0 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 0 | 0 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 0 |
| Sep 2026 | 8 | 0 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| November 15, 2022 Filed Nov 17, 2022 20:47 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
Tax withholdingClass A Common Stock | 106,552 | $1.20 | $127,862.40 |
DisclosureSEC source: 0001140361-22-042147 · form4.xml · nonDerivative · entry 2 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 561,160 Read SEC document |
| November 15, 2022 Filed Nov 17, 2022 20:47 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
Exercise / conversionClass A Common Stock | 339,875 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-042147 · form4.xml · nonDerivative · entry 1 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 667,712 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
Perry JennieChief Marketing Officer
|
Exercise / conversionRestricted Stock Units · Derivative | 141,941 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-042148 · form4.xml · derivative · entry 4 Perry Jennie · CIK 0001930562 · Chief Marketing Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 425,804 Underlying: Class A Common Stock · 141,941 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. F3 · derivative.exercise_date: These RSUs vest approximately as follows: (i) with respect to 212,912 RSUs, 50% vested on October 27, 2022 and settled on November 15, 2022, and the remaining 50% will 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, and (ii) with respect to 354,833 RSUs, 35,487 vested and settled on November 15, 2022, and the rest 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. The RSUs have no expiration date. F3 · derivative.expiration_date: These RSUs vest approximately as follows: (i) with respect to 212,912 RSUs, 50% vested on October 27, 2022 and settled on November 15, 2022, and the remaining 50% will 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, and (ii) with respect to 354,833 RSUs, 35,487 vested and settled on November 15, 2022, and the rest 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. The RSUs have no expiration date. Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
Perry JennieChief Marketing Officer
|
Exercise / conversionRestricted Stock Units · Derivative | 176,407 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-042148 · form4.xml · derivative · entry 3 Perry Jennie · CIK 0001930562 · Chief Marketing Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 58,801 Underlying: Class A Common Stock · 176,407 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. F2 · derivative.exercise_date: These 235,208 RSUs vest approximately in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. 176,407 of these RSUs settled on November 15, 2022. The RSUs have no expiration date. F2 · derivative.expiration_date: These 235,208 RSUs vest approximately in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. 176,407 of these RSUs settled on November 15, 2022. The RSUs have no expiration date. Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
Perry JennieChief Marketing Officer
|
Tax withholdingClass A Common Stock | 77,520 | $1.20 | $93,024.00 |
DisclosureSEC source: 0001140361-22-042148 · form4.xml · nonDerivative · entry 2 Perry Jennie · CIK 0001930562 · Chief Marketing Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 240,828 Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
Perry JennieChief Marketing Officer
|
Exercise / conversionClass A Common Stock | 318,348 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-042148 · form4.xml · nonDerivative · entry 1 Perry Jennie · CIK 0001930562 · Chief Marketing Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 318,348 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
Glazer David A.Director
|
Exercise / conversionRestricted Stock Units · Derivative | 10,054 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-042146 · form4.xml · derivative · entry 3 Glazer David A. · CIK 0001823940 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 70,359 Underlying: Class A Common Stock · 10,054 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. F3 · derivative.exercise_date: These RSUs vest approximately as follows: (i) with respect to 20,108 RSUs, 50% vested on October 27, 2022 and settled on November 15, 2022, and the remaining 50% will 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, and (ii) with respect to 60,305 RSUs, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. F3 · derivative.expiration_date: These RSUs vest approximately as follows: (i) with respect to 20,108 RSUs, 50% vested on October 27, 2022 and settled on November 15, 2022, and the remaining 50% will 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, and (ii) with respect to 60,305 RSUs, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
Glazer David A.Director
|
Exercise / conversionRestricted Stock Units · Derivative | 39,212 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-042146 · form4.xml · derivative · entry 2 Glazer David A. · CIK 0001823940 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 117,593 Underlying: Class A Common Stock · 39,212 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. F2 · derivative.exercise_date: These RSUs vest approximately as follows: with respect to 156,805 RSUs, 25% vested and settled on November 15, 2022, and the remaining 75% vest in quarterly installments for the next 36 months. The RSUs have no expiration date. F2 · derivative.expiration_date: These RSUs vest approximately as follows: with respect to 156,805 RSUs, 25% vested and settled on November 15, 2022, and the remaining 75% vest in quarterly installments for the next 36 months. The RSUs have no expiration date. Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
Glazer David A.Director
|
Exercise / conversionClass A Common Stock | 49,266 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-042146 · form4.xml · nonDerivative · entry 1 Glazer David A. · CIK 0001823940 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 52,266 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
REPLOGLE JOHN BDirector
|
Exercise / conversionRestricted Stock Units · Derivative | 15,459 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-042145 · form4.xml · derivative · entry 4 REPLOGLE JOHN B · CIK 0001503546 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 185,580 Underlying: Class A Common Stock · 15,459 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. F3 · derivative.exercise_date: These RSUs vest approximately as follows: with respect to 201,039 RSUs, 15,459 vested and settled on November 15, 2022, and the rest will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. F3 · derivative.expiration_date: These RSUs vest approximately as follows: with respect to 201,039 RSUs, 15,459 vested and settled on November 15, 2022, and the rest will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
REPLOGLE JOHN BDirector
|
Exercise / conversionRestricted Stock Units · Derivative | 117,612 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-042145 · form4.xml · derivative · entry 3 REPLOGLE JOHN B · CIK 0001503546 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 274,413 Underlying: Class A Common Stock · 117,612 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. F2 · derivative.exercise_date: These RSUs vest approximately as follows: with respect to 392,025 RSUs, 30% vested and settled on November 15, 2022, and then 7.5% vest for each subsequent quarter of continuous service for the following year and then 5% vest for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date. F2 · derivative.expiration_date: These RSUs vest approximately as follows: with respect to 392,025 RSUs, 30% vested and settled on November 15, 2022, and then 7.5% vest for each subsequent quarter of continuous service for the following year and then 5% vest for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date. Read SEC document |
| November 15, 2022 Filed Nov 18, 2022 01:47 UTC |
REPLOGLE JOHN BDirector
|
Exercise / conversionClass A Common Stock | 133,071 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-042145 · form4.xml · nonDerivative · entry 1 REPLOGLE JOHN B · CIK 0001503546 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 359,274 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. Read SEC document |
| November 14, 2022 Filed Nov 17, 2022 01:32 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
SaleClass A Common Stock | 3,450 | $1.26 | $4,330.10 |
DisclosureSEC source: 0001140361-22-041964 · form4.xml · nonDerivative · entry 4 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 620,194 F3 · kind: The transactions reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.25 to $1.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4. F2 · ownership.nature: These securities are directly held by The Landesberg Living Trust, for which the Reporting Person and his spouse serve as co-trustees. Read SEC document |
| November 14, 2022 Filed Nov 17, 2022 01:32 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
SaleClass A Common Stock | 3,450 | $1.26 | $4,330.10 |
DisclosureSEC source: 0001140361-22-041964 · form4.xml · nonDerivative · entry 3 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 270,208 F3 · kind: The transactions reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.25 to $1.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4. Read SEC document |
| November 14, 2022 Filed Nov 16, 2022 20:32 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
Exercise / conversionClass B Common Stock · Derivative | 327,737 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-041965 · form4.xml · derivative · entry 2 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 156,741 Underlying: Class A Common Stock · 327,737 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · derivative.exercise_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · derivative.expiration_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F2 · balance_after: This amount consists entirely of 156,741 Earnout Shares. Read SEC document |
| November 14, 2022 Filed Nov 16, 2022 20:32 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
Exercise / conversionClass A Common Stock | 327,737 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-041965 · form4.xml · nonDerivative · entry 1 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 327,837 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. Read SEC document |
| November 14, 2022 Filed Nov 17, 2022 01:32 UTC |
Glazer David A.Director
|
ConversionRestricted Stock Units · Derivative | 156,805 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-041966 · form4.xml · derivative · entry 2 Glazer David A. · CIK 0001823940 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 156,805 Underlying: Class A Common Stock · 156,805 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. F3 · kind: The Reporting Person elected to convert these RSUs from Class B Common Stock to Class A Common Stock. F2 · derivative.exercise_date: These RSUs vest 25% on November 15, 2022, and then in quarterly installments for the next 36 months. The RSUs have no expiration date. F2 · derivative.expiration_date: These RSUs vest 25% on November 15, 2022, and then in quarterly installments for the next 36 months. The RSUs have no expiration date. Read SEC document |
| November 14, 2022 Filed Nov 17, 2022 01:32 UTC |
Glazer David A.Director
|
ConversionRestricted Stock Units · Derivative | 156,805 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-041966 · form4.xml · derivative · entry 1 Glazer David A. · CIK 0001823940 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 156,805 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. F3 · kind: The Reporting Person elected to convert these RSUs from Class B Common Stock to Class A Common Stock. F2 · derivative.exercise_date: These RSUs vest 25% on November 15, 2022, and then in quarterly installments for the next 36 months. The RSUs have no expiration date. F2 · derivative.expiration_date: These RSUs vest 25% on November 15, 2022, and then in quarterly installments for the next 36 months. The RSUs have no expiration date. Read SEC document |
| November 11, 2022 Filed Nov 15, 2022 22:03 UTC |
Sculptor Capital Management, Inc.10% owner
Sculptor Master Fund, Ltd.10% owner
SCM GC Investments Ltd10% owner
Sculptor Capital LP10% owner
Sculptor Capital Holding Corp10% owner
|
ConversionClass B Common Stock · Derivative | 9,138,768 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-22-035896 · doc4.xml · derivative · entry 3 Sculptor Capital Management, Inc. · CIK 0001403256 · 10% owner Sculptor Master Fund, Ltd. · CIK 0001054589 · 10% owner SCM GC Investments Ltd · CIK 0001936260 · 10% owner Sculptor Capital LP · CIK 0001054587 · 10% owner Sculptor Capital Holding Corp · CIK 0001936266 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By SCM GC Investments Limited Disclosed balance after: 817,768 Underlying: Class A Common Stock · 9,138,768 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: 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. F1 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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. F2 · ownership.nature: SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, the Sculptor Master Fund Ltd may be deemed to share beneficial ownership of the securities held of record by SCM GC Investments Limited. Sculptor Master Fund Ltd disclaims beneficial ownership of the shares held by SCM GC Investments Limited except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose. Read SEC document |
| November 11, 2022 Filed Nov 15, 2022 22:03 UTC |
Sculptor Capital Management, Inc.10% owner
Sculptor Master Fund, Ltd.10% owner
SCM GC Investments Ltd10% owner
Sculptor Capital LP10% owner
Sculptor Capital Holding Corp10% owner
|
SaleClass A Common Stock | 72,000 | $1.22 | $87,840.00 |
DisclosureSEC source: 0000899243-22-035896 · doc4.xml · nonDerivative · entry 2 Sculptor Capital Management, Inc. · CIK 0001403256 · 10% owner Sculptor Master Fund, Ltd. · CIK 0001054589 · 10% owner SCM GC Investments Ltd · CIK 0001936260 · 10% owner Sculptor Capital LP · CIK 0001054587 · 10% owner Sculptor Capital Holding Corp · CIK 0001936266 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By SCM GC Investments Limited Disclosed balance after: 9,066,768 F3 · price: The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions ranging from $1.12 to $1.29, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. F2 · ownership.nature: SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, the Sculptor Master Fund Ltd may be deemed to share beneficial ownership of the securities held of record by SCM GC Investments Limited. Sculptor Master Fund Ltd disclaims beneficial ownership of the shares held by SCM GC Investments Limited except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose. Read SEC document |
| November 11, 2022 Filed Nov 15, 2022 22:03 UTC |
Sculptor Capital Management, Inc.10% owner
Sculptor Master Fund, Ltd.10% owner
SCM GC Investments Ltd10% owner
Sculptor Capital LP10% owner
Sculptor Capital Holding Corp10% owner
|
ConversionClass A Common Stock | 9,138,768 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-22-035896 · doc4.xml · nonDerivative · entry 1 Sculptor Capital Management, Inc. · CIK 0001403256 · 10% owner Sculptor Master Fund, Ltd. · CIK 0001054589 · 10% owner SCM GC Investments Ltd · CIK 0001936260 · 10% owner Sculptor Capital LP · CIK 0001054587 · 10% owner Sculptor Capital Holding Corp · CIK 0001936266 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By SCM GC Investments Limited Disclosed balance after: 9,138,768 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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. F2 · ownership.nature: SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, the Sculptor Master Fund Ltd may be deemed to share beneficial ownership of the securities held of record by SCM GC Investments Limited. Sculptor Master Fund Ltd disclaims beneficial ownership of the shares held by SCM GC Investments Limited except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose. Read SEC document |
| November 09, 2022 Filed Nov 17, 2022 01:32 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
Exercise / conversionClass B Common Stock · Derivative | 623,544 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-041964 · form4.xml · derivative · entry 8 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 58,778 Underlying: Class A Common Stock · 623,544 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · derivative.exercise_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · derivative.expiration_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F7 · balance_after: This amount consists entirely of 58,778 Earnout Shares. F2 · ownership.nature: These securities are directly held by The Landesberg Living Trust, for which the Reporting Person and his spouse serve as co-trustees. Read SEC document |
| November 09, 2022 Filed Nov 17, 2022 01:32 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
Exercise / conversionClass B Common Stock · Derivative | 271,058 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-041964 · form4.xml · derivative · entry 7 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 786,582 Underlying: Class A Common Stock · 271,058 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · derivative.exercise_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · derivative.expiration_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F6 · balance_after: This amount consists entirely of 786,582 Earnout Shares. Read SEC document |
| November 09, 2022 Filed Nov 17, 2022 01:32 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
Exercise / conversionClass A Common Stock | 623,544 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-041964 · form4.xml · nonDerivative · entry 2 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 623,644 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F2 · ownership.nature: These securities are directly held by The Landesberg Living Trust, for which the Reporting Person and his spouse serve as co-trustees. Read SEC document |
| November 09, 2022 Filed Nov 17, 2022 01:32 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
Exercise / conversionClass A Common Stock | 271,058 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-041964 · form4.xml · nonDerivative · entry 1 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 273,658 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
Disposition to issuerClass B Common Stock · Derivative | 803,053 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-039216 · form4.xml · derivative · entry 5 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,057,640 Underlying: Class A Common Stock · 803,053 shares Expires not disclosed F10 · derivative.exercise_price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F9 · kind: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 803,053 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 11 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 12 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F11 · kind: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F12 · kind: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F9 · price: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 803,053 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 11 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 12 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F11 · price: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F12 · price: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F10 · derivative.exercise_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F10 · derivative.expiration_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F13 · balance_after: This amount includes 786,582 Earnout Shares, which are subject to the Milestones described in footnote 12 above. F16 · balance_after: This amount reflects an additional 523,786 Earnout Shares that the Reporting Person received in connection with the redistribution of forfeited Earnout Shares, pursuant to the terms of the Merger Agreement, to other holders of Earnout Shares on a pro rata basis based upon the allocation of Earnout Shares as of the closing of the Business Combination. Such pro rata redistribution of Earnout Shares is exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
GrantRestricted Stock Units · Derivative | 2,536,180 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-039216 · form4.xml · derivative · entry 4 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,536,180 Underlying: Class A Common Stock · 2,536,180 shares Expires not disclosed F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F8 · derivative.exercise_date: In accordance with the terms of the Tender Offer, (i) with respect to the 1,109,586 new RSUs exchanged for 1,608,899 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 1,426,594 new RSUs exchanged for 2,068,561 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. F8 · derivative.expiration_date: In accordance with the terms of the Tender Offer, (i) with respect to the 1,109,586 new RSUs exchanged for 1,608,899 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 1,426,594 new RSUs exchanged for 2,068,561 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
Disposition to issuerStock Option (Right to Buy) · Derivative | 3,677,460 | Not disclosed Strike: $3.77 | Not disclosed |
DisclosureSEC source: 0001140361-22-039216 · form4.xml · derivative · entry 3 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 3,677,460 shares Expires 2031-02-14 F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F7 · derivative.exercise_date: This option was scheduled to vest quarterly for 48 months starting with the first quarter following January 1, 2021, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
GrantRestricted Stock Units · Derivative | 3,565,495 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-039216 · form4.xml · derivative · entry 2 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,565,495 Underlying: Class A Common Stock · 3,565,495 shares Expires not disclosed F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $1.92, received 1 RSU per each 1.20 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $1.92, received 1 RSU per each 1.20 options in the Exchange. F5 · derivative.exercise_date: In accordance with the terms of the Tender Offer, (i) with respect to the 3,342,651 new RSUs exchanged for 4,011,181 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 222,844 new RSUs exchanged for 267,412 options that were unvested as of October 21, 2022, these will vest on November 15, 2022 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. F5 · derivative.expiration_date: In accordance with the terms of the Tender Offer, (i) with respect to the 3,342,651 new RSUs exchanged for 4,011,181 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 222,844 new RSUs exchanged for 267,412 options that were unvested as of October 21, 2022, these will vest on November 15, 2022 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Landesberg StuartDirector · President & CEO · 10% owner
|
Disposition to issuerStock Option (Right to Buy) · Derivative | 4,278,593 | Not disclosed Strike: $1.92 | Not disclosed |
DisclosureSEC source: 0001140361-22-039216 · form4.xml · derivative · entry 1 Landesberg Stuart · CIK 0001930721 · Director · President & CEO · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 4,278,593 shares Expires 2029-05-30 F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $1.92, received 1 RSU per each 1.20 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $1.92, received 1 RSU per each 1.20 options in the Exchange. F3 · derivative.exercise_date: This option was scheduled to vest 25% on December 21, 2019, and then quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason, including but not limited to following a change in control. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
Disposition to issuerClass B Common Stock · Derivative | 76,306 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 13 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 484,478 Underlying: Class A Common Stock · 76,306 shares Expires not disclosed F15 · derivative.exercise_price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F14 · kind: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 76,306 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 16 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 17 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F16 · kind: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F17 · kind: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F14 · price: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 76,306 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 16 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 17 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F16 · price: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F17 · price: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F15 · derivative.exercise_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F15 · derivative.expiration_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F18 · balance_after: This amount includes 156,741 Earnout Shares, which are subject to the Milestones described in footnote 17 above. F19 · balance_after: This amount reflects an additional 43,041 Earnout Shares that the Reporting Person received in connection with the redistribution of forfeited Earnout Shares, pursuant to the terms of the Merger Agreement, to other holders of Earnout Shares on a pro rata basis based upon the allocation of Earnout Shares as of the closing of the Business Combination. Such pro rata redistribution of Earnout Shares is exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
ConversionRestricted Stock Units · Derivative | 175,347 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 12 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 175,347 Underlying: Class A Common Stock · 175,347 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock. F9 · kind: In connection with the Exchange, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. F13 · derivative.exercise_date: These RSUs vest in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The RSUs have no expiration date. F13 · derivative.expiration_date: These RSUs vest in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The RSUs have no expiration date. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
ConversionRestricted Stock Units · Derivative | 175,347 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 11 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 175,347 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F12 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class B Common Stock. F9 · kind: In connection with the Exchange, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. F13 · derivative.exercise_date: These RSUs vest in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The RSUs have no expiration date. F13 · derivative.expiration_date: These RSUs vest in four quarterly installments starting on May 15, 2022, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The RSUs have no expiration date. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
ConversionStock Option (Right to Buy) · Derivative | 399,854 | $0.00 Strike: $0.76 | $0.00 |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 10 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 399,854 Underlying: Class A Common Stock · 399,854 shares Expires 2028-11-08 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F9 · kind: In connection with the Exchange, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. F11 · derivative.exercise_date: This option vested 25% on November 9, 2019, and then vests quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
ConversionStock Option (Right to Buy) · Derivative | 399,854 | $0.00 Strike: $0.76 | $0.00 |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 9 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 399,854 shares Expires 2028-11-08 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F9 · kind: In connection with the Exchange, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. F11 · derivative.exercise_date: This option vested 25% on November 9, 2019, and then vests quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
ConversionStock Option (Right to Buy) · Derivative | 238,534 | $0.00 Strike: $0.38 | $0.00 |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 8 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 238,534 Underlying: Class A Common Stock · 238,534 shares Expires 2027-10-03 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F9 · kind: In connection with the Exchange, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. F10 · derivative.exercise_date: This option is fully vested and is currently exercisable at any time. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
ConversionStock Option (Right to Buy) · Derivative | 238,534 | $0.00 Strike: $0.38 | $0.00 |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 7 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 238,534 shares Expires 2027-10-03 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F9 · kind: In connection with the Exchange, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. F10 · derivative.exercise_date: This option is fully vested and is currently exercisable at any time. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
ConversionStock Option (Right to Buy) · Derivative | 128,312 | $0.00 Strike: $0.22 | $0.00 |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 6 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 128,312 Underlying: Class A Common Stock · 128,312 shares Expires 2026-07-17 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F9 · kind: In connection with the Exchange, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. F10 · derivative.exercise_date: This option is fully vested and is currently exercisable at any time. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
ConversionStock Option (Right to Buy) · Derivative | 128,312 | $0.00 Strike: $0.22 | $0.00 |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 5 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 128,312 shares Expires 2026-07-17 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F9 · kind: In connection with the Exchange, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock. F10 · derivative.exercise_date: This option is fully vested and is currently exercisable at any time. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
GrantRestricted Stock Units · Derivative | 182,489 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 4 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 182,489 Underlying: Class A Common Stock · 182,489 shares Expires not disclosed F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F8 · derivative.exercise_date: In accordance with the terms of the Tender Offer, (i) with respect to the 79,842 new RSUs exchanged for 115,770 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 102,647 new RSUs exchanged for 148,838 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. F8 · derivative.expiration_date: In accordance with the terms of the Tender Offer, (i) with respect to the 79,842 new RSUs exchanged for 115,770 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 102,647 new RSUs exchanged for 148,838 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
Disposition to issuerStock Option (Right to Buy) · Derivative | 264,608 | Not disclosed Strike: $3.77 | Not disclosed |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 3 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 264,608 shares Expires 2031-02-14 F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F7 · derivative.exercise_date: This option was scheduled to vest quarterly for 48 months starting with the first quarter following January 1, 2021, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
GrantRestricted Stock Units · Derivative | 490,017 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 2 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 490,017 Underlying: Class A Common Stock · 490,017 shares Expires not disclosed F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $1.92, received 1 RSU per each 1.20 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $1.92, received 1 RSU per each 1.20 options in the Exchange. F5 · derivative.exercise_date: In accordance with the terms of the Tender Offer, (i) with respect to the 336,888 new RSUs exchanged for 404,265 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 153,129 new RSUs exchanged for 183,755 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2024 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. F5 · derivative.expiration_date: In accordance with the terms of the Tender Offer, (i) with respect to the 336,888 new RSUs exchanged for 404,265 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 153,129 new RSUs exchanged for 183,755 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2024 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. Read SEC document |
| October 27, 2022 Filed Oct 31, 2022 20:30 UTC |
Clark ChristopherDirector · Chief Technology Officer
|
Disposition to issuerStock Option (Right to Buy) · Derivative | 588,020 | Not disclosed Strike: $1.92 | Not disclosed |
DisclosureSEC source: 0001140361-22-039219 · form4.xml · derivative · entry 1 Clark Christopher · CIK 0001930730 · Director · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 588,020 shares Expires 2030-01-14 F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $1.92, received 1 RSU per each 1.20 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $1.92, received 1 RSU per each 1.20 options in the Exchange. F3 · derivative.exercise_date: This option was scheduled to vest 25% on January 1, 2021, and then quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or he resigns for good reason. The unvested portions of these options may be early exercised for restricted stock, subject to the Issuer's right of repurchase. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Perry JennieChief Marketing Officer
|
Disposition to issuerClass B Common Stock · Derivative | 73,674 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-039221 · form4.xml · derivative · entry 3 Perry Jennie · CIK 0001930562 · Chief Marketing Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 45,191 Underlying: Class A Common Stock · 73,674 shares Expires not disclosed F7 · derivative.exercise_price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · kind: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 73,674 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 8 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 9 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F8 · kind: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F9 · kind: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · price: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 73,674 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 8 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 9 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F8 · price: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F9 · price: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F7 · derivative.exercise_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F7 · derivative.expiration_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F10 · balance_after: This amount consists entirely of 45,191 Earnout Shares, which are subject to the Milestones described in footnote 9 above. F11 · balance_after: This amount reflects an additional 24,141 Earnout Shares that the Reporting Person received in connection with the redistribution of forfeited Earnout Shares, pursuant to the terms of the Merger Agreement, to other holders of Earnout Shares on a pro rata basis based upon the allocation of Earnout Shares as of the closing of the Business Combination. Such pro rata redistribution of Earnout Shares is exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Perry JennieChief Marketing Officer
|
GrantRestricted Stock Units · Derivative | 567,745 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-039221 · form4.xml · derivative · entry 2 Perry Jennie · CIK 0001930562 · Chief Marketing Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 567,745 Underlying: Class A Common Stock · 567,745 shares Expires not disclosed F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F5 · derivative.exercise_date: In accordance with the terms of the Tender Offer, (i) with respect to the 212,912 new RSUs exchanged for 308,722 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 354,833 new RSUs exchanged for 514,507 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. F5 · derivative.expiration_date: In accordance with the terms of the Tender Offer, (i) with respect to the 212,912 new RSUs exchanged for 308,722 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 354,833 new RSUs exchanged for 514,507 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2025 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Perry JennieChief Marketing Officer
|
Disposition to issuerStock Option (Right to Buy) · Derivative | 823,229 | Not disclosed Strike: $3.77 | Not disclosed |
DisclosureSEC source: 0001140361-22-039221 · form4.xml · derivative · entry 1 Perry Jennie · CIK 0001930562 · Chief Marketing Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 823,229 shares Expires 2031-02-14 F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $3.77, received 1 RSU per each 1.45 options in the Exchange. F3 · derivative.exercise_date: This option was scheduled to vest 25% on February 8, 2022, and then vest quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or she resigns for good reason. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Glazer David A.Director
|
Disposition to issuerClass B Common Stock · Derivative | 14,033 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-039220 · form4.xml · derivative · entry 3 Glazer David A. · CIK 0001823940 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 17,409 Underlying: Class A Common Stock · 14,033 shares Expires not disclosed F7 · derivative.exercise_price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · kind: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 14,033 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 8 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 9 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F8 · kind: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F9 · kind: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F6 · price: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 14,033 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 8 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 9 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F8 · price: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F9 · price: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F7 · derivative.exercise_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F7 · derivative.expiration_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F10 · balance_after: This amount includes 15,264 Earnout Shares, which are subject to the Milestones described in footnote 9 above. F11 · balance_after: This amount reflects an additional 770 Earnout Shares that the Reporting Person received in connection with the redistribution of forfeited Earnout Shares, pursuant to the terms of the Merger Agreement, to other holders of Earnout Shares on a pro rata basis based upon the allocation of Earnout Shares as of the closing of the Business Combination. Such pro rata redistribution of Earnout Shares is exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Glazer David A.Director
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GrantRestricted Stock Units · Derivative | 80,413 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-039220 · form4.xml · derivative · entry 2 Glazer David A. · CIK 0001823940 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 80,413 Underlying: Class A Common Stock · 80,413 shares Expires not disclosed F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $7.43, received 1 RSU per each 1.95 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $7.43, received 1 RSU per each 1.95 options in the Exchange. F5 · derivative.exercise_date: In accordance with the terms of the Tender Offer, (i) with respect to the 20,108 new RSUs exchanged for 39,209 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 60,305 new RSUs exchanged for 117,596 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2025 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. F5 · derivative.expiration_date: In accordance with the terms of the Tender Offer, (i) with respect to the 20,108 new RSUs exchanged for 39,209 options that were vested as of October 21, 2022, 50% vested immediately on October 27, 2022, and the remaining 50% will 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, and (ii) with respect to the remaining 60,305 new RSUs exchanged for 117,596 options that were unvested as of October 21, 2022, these will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2025 (the calendar quarter in which the option that was exchanged would have fully vested), subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The RSUs have no expiration date. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Glazer David A.Director
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Disposition to issuerStock Option (Right to Buy) · Derivative | 156,805 | Not disclosed Strike: $7.43 | Not disclosed |
DisclosureSEC source: 0001140361-22-039220 · form4.xml · derivative · entry 1 Glazer David A. · CIK 0001823940 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class B Common Stock · 156,805 shares Expires 2031-11-08 F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · kind: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $7.43, received 1 RSU per each 1.95 options in the Exchange. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F2 · price: The Reporting Person elected to exchange this option and, in accordance with the terms of the Tender Offer and based on its exercise price of $7.43, received 1 RSU per each 1.95 options in the Exchange. F3 · derivative.exercise_date: This option was scheduled to vest 25% on October 21, 2022, and then quarterly for the next 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. Read SEC document |
| October 27, 2022 Filed Nov 1, 2022 00:30 UTC |
Silverman JonathanSenior VP, Physical Goods
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Disposition to issuerClass B Common Stock · Derivative | 17,366 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-039218 · form4.xml · derivative · entry 6 Silverman Jonathan · CIK 0001930555 · Senior VP, Physical Goods 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 77,145 Underlying: Class A Common Stock · 17,366 shares Expires not disclosed F11 · derivative.exercise_price: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F1 · kind: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F10 · kind: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 17,366 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 12 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 13 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F12 · kind: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F13 · kind: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F1 · price: On September 26, 2022, the Issuer made an offer (the "Tender Offer") to exchange certain eligible options for new restricted stock units ("RSUs"), each one of which represents the right to receive one share of the Issuer's Class A Common Stock, pursuant to a tender offer statement on Schedule TO filed with the Securities and Exchange Commission on September 26, 2022, and subject to approval by the Issuer's board of directors (the "Board"). The Tender Offer closed on October 21, 2022, and the Board approved the exchange of options for RSUs (the "Exchange") on October 27, 2022. F10 · price: Upon tender of each exchanged option in the Exchange, in accordance with the terms of the Tender Offer, the Reporting Person forfeited 17,366 Earnout Shares (defined herein) that were granted in connection with each exchanged option. An "Earnout Share" is a share of the Issuer's Class B Common Stock that was issued together with the option upon the closing of the Business Combination (as defined in footnote 12 below) in exchange for options to purchase shares of common stock of Grove Collaborative Inc., and that were scheduled to vest upon the achievement of certain Milestones (as defined in footnote 13 below) prior to the tenth anniversary of the closing of the Business Combination. Such forfeiture is exempt from Sections 16(a) and 16(b) pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Securities Exchange Act of 1934, but is being reported herein for transparency and completeness. F12 · price: The "Business Combination" was the merger contemplated by the Agreement and Plan of Merger, dated December 7, 2021, as amended and restated on March 31, 2022 (the "Merger Agreement"), by and among Virgin Group Acquisition Corp. II ("VGAC II"), two wholly owned direct subsidiaries of VGAC II, and Grove Collaborative, Inc., which closed on June 16, 2022. F13 · price: The "Milestones" are defined in the Merger Agreement 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. In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. F11 · derivative.exercise_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F11 · derivative.expiration_date: Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of Class A Common Stock upon any transfer. F14 · balance_after: This amount consists entirely of 77,145 Earnout Shares, which are subject to the Milestones described in footnote 13 above. F15 · balance_after: This amount reflects an additional 10,293 Earnout Shares that the Reporting Person received in connection with the redistribution of forfeited Earnout Shares, pursuant to the terms of the Merger Agreement, to other holders of Earnout Shares on a pro rata basis based upon the allocation of Earnout Shares as of the closing of the Business Combination. Such pro rata redistribution of Earnout Shares is exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.