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GROV

Grove Collaborative Holdings, Inc.

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135
SEC CIK
0001841761
Parsed reports
297

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
MonthPurchasesSales
Nov 202500
Dec 202500
Jan 202600
Feb 202600
Mar 202600
Apr 202600
May 202600
Jun 202600
Jul 202600
Aug 202600
Sep 202680
Oct 202600

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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 dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionClass B Common Stock · Derivative 3,000 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023772 · form4.xml · derivative · entry 3

Glazer David A. · CIK 0001823940 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,672

Underlying: Class A Common Stock · 3,000 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.

F3 · 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.

F7 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F3 · 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.

F3 · 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.

F4 · balance_after: This amount includes an additional 28,527 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · balance_after: 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.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC GrantClass B Common Stock · Derivative 33,672 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023772 · form4.xml · derivative · entry 2

Glazer David A. · CIK 0001823940 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,672

Underlying: Class A Common Stock · 33,672 shares

Expires not disclosed

F3 · 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: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F4 · shares: This amount includes an additional 28,527 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · shares: 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.

F3 · 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.

F3 · 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.

F4 · derivative.underlying_shares: This amount includes an additional 28,527 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · derivative.underlying_shares: 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.

F4 · balance_after: This amount includes an additional 28,527 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · balance_after: 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.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionClass A Common Stock 3,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001140361-22-023772 · form4.xml · nonDerivative · entry 1

Glazer David A. · CIK 0001823940 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,000

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.

F7 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F4 · price: This amount includes an additional 28,527 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Cervantes SergioChief Financial Officer
ConversionRestricted Stock Units · Derivative 705,625 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023771 · form4.xml · derivative · entry 4

Cervantes Sergio · CIK 0001930565 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 705,625

Underlying: Class A Common Stock · 705,625 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.

F6 · derivative.exercise_price: These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, 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.

F7 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F6 · derivative.exercise_date: These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, 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.

F6 · derivative.expiration_date: These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, 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
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Cervantes SergioChief Financial Officer
ConversionRestricted Stock Units · Derivative 705,625 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023771 · form4.xml · derivative · entry 3

Cervantes Sergio · CIK 0001930565 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 705,625 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.

F6 · derivative.exercise_price: These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, 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.

F7 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F6 · derivative.exercise_date: These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, 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.

F6 · derivative.expiration_date: These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, 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
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Cervantes SergioChief Financial Officer
GrantRestricted Stock Units · Derivative 705,625 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023771 · form4.xml · derivative · entry 2

Cervantes Sergio · CIK 0001930565 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 705,625

Underlying: Class B Common Stock · 705,625 shares

Expires not disclosed

F6 · derivative.exercise_price: These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, 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.

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F6 · derivative.exercise_date: These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, 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.

F6 · derivative.expiration_date: These RSUs vest 25% on May 15, 2023, and then in quarterly installments for the next 36 months, 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
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Cervantes SergioChief Financial Officer
GrantClass B Common Stock · Derivative 63,149 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023771 · form4.xml · derivative · entry 1

Cervantes Sergio · CIK 0001930565 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 63,149

Underlying: Class A Common Stock · 63,149 shares

Expires not disclosed

F3 · 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: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F4 · shares: This amount consists entirely of 63,149 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · shares: 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.

F3 · 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.

F3 · 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.

F4 · derivative.underlying_shares: This amount consists entirely of 63,149 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · derivative.underlying_shares: 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.

F4 · balance_after: This amount consists entirely of 63,149 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · balance_after: 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.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionRestricted Stock Units · Derivative 392,025 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 12

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 392,025

Underlying: Class A Common Stock · 392,025 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.

F10 · derivative.exercise_price: These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

F9 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F10 · derivative.exercise_date: These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

F10 · derivative.expiration_date: These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionRestricted Stock Units · Derivative 392,025 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 11

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 392,025 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.

F10 · derivative.exercise_price: These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

F9 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F10 · derivative.exercise_date: These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

F10 · derivative.expiration_date: These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC GrantRestricted Stock Units · Derivative 392,025 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 10

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 392,025

Underlying: Class B Common Stock · 392,025 shares

Expires not disclosed

F10 · derivative.exercise_price: These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 4 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F10 · derivative.exercise_date: These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

F10 · derivative.expiration_date: These RSUs vest 30% on November 15, 2022, and then 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each subsequent quarter of continuous service for the following two years. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionStock Option (Right to Buy) · Derivative 392,025 $0.00 Strike: $7.43 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 9

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 392,025

Underlying: Class A Common Stock · 392,025 shares

Expires 2031-11-08

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 closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F7 · derivative.exercise_date: This option vested 30% on November 9, 2022, and then vests 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each quarter subsequent quarter of continuous service for the following two years.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionStock Option (Right to Buy) · Derivative 392,025 $0.00 Strike: $7.43 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 8

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 392,025 shares

Expires 2031-11-08

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 closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F7 · derivative.exercise_date: This option vested 30% on November 9, 2022, and then vests 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each quarter subsequent quarter of continuous service for the following two years.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC GrantStock Option (Right to Buy) · Derivative 392,025 $0.00 Strike: $7.43 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 7

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 392,025

Underlying: Class B Common Stock · 392,025 shares

Expires 2031-11-08

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 4 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F7 · derivative.exercise_date: This option vested 30% on November 9, 2022, and then vests 7.5% for each subsequent quarter of continuous service for the following year and then 5% for each quarter subsequent quarter of continuous service for the following two years.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionClass B Common Stock · Derivative 267 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 6

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 24

Underlying: Class A Common Stock · 267 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.

F3 · 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.

F9 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F3 · 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.

F3 · 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.

F5 · balance_after: 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.

F6 · balance_after: This amount includes 24 Earnout Shares, which are subject to the Milestones described in footnote 5 above.

F8 · ownership.nature: These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionClass B Common Stock · Derivative 226,203 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 5

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,412

Underlying: Class A Common Stock · 226,203 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.

F3 · 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.

F9 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F3 · 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.

F3 · 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.

F4 · balance_after: This amount includes an additional 90,412 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · balance_after: 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.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC GrantClass B Common Stock · Derivative 291 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 4

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 291

Underlying: Class A Common Stock · 291 shares

Expires not disclosed

F3 · 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: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 4 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F5 · shares: 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.

F6 · shares: This amount includes 24 Earnout Shares, which are subject to the Milestones described in footnote 5 above.

F3 · 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.

F3 · 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.

F5 · derivative.underlying_shares: 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.

F6 · derivative.underlying_shares: This amount includes 24 Earnout Shares, which are subject to the Milestones described in footnote 5 above.

F5 · balance_after: 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.

F6 · balance_after: This amount includes 24 Earnout Shares, which are subject to the Milestones described in footnote 5 above.

F8 · ownership.nature: These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC GrantClass B Common Stock · Derivative 316,615 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · derivative · entry 3

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 316,615

Underlying: Class A Common Stock · 316,615 shares

Expires not disclosed

F3 · 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: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 4 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F4 · shares: This amount includes an additional 90,412 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · shares: 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.

F3 · 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.

F3 · 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.

F4 · derivative.underlying_shares: This amount includes an additional 90,412 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · derivative.underlying_shares: 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.

F4 · balance_after: This amount includes an additional 90,412 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · balance_after: 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.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionClass A Common Stock 267 Not disclosed Not disclosed
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · nonDerivative · entry 2

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 267

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 closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F3 · 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.

F8 · ownership.nature: These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC ConversionClass A Common Stock 226,203 Not disclosed Not disclosed
Disclosure

SEC source: 0001140361-22-023770 · form4.xml · nonDerivative · entry 1

REPLOGLE JOHN B · CIK 0001503546 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 226,203

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 closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F3 · 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
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionRestricted Stock Units · Derivative 58,802 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 19

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 58,802

Underlying: Class A Common Stock · 58,802 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.

F11 · derivative.exercise_price: These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, 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. The RSUs have no expiration date.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F11 · derivative.exercise_date: These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, 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. The RSUs have no expiration date.

F11 · derivative.expiration_date: These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, 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. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionRestricted Stock Units · Derivative 58,802 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 18

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 58,802 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.

F11 · derivative.exercise_price: These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, 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. The RSUs have no expiration date.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F11 · derivative.exercise_date: These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, 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. The RSUs have no expiration date.

F11 · derivative.expiration_date: These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, 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. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
GrantRestricted Stock Units · Derivative 58,802 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 17

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 58,802

Underlying: Class B Common Stock · 58,802 shares

Expires not disclosed

F11 · derivative.exercise_price: These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, 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. The RSUs have no expiration date.

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F11 · derivative.exercise_date: These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, 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. The RSUs have no expiration date.

F11 · derivative.expiration_date: These RSUs vested with respect to 3/8 of the RSUs on the date of the closing of the Business Combination and the remainder in quarterly installments thereafter, 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. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionRestricted Stock Units · Derivative 235,208 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 16

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 235,208

Underlying: Class A Common Stock · 235,208 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.

F10 · derivative.exercise_price: 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 she resigns for good reason. The RSUs have no expiration date.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F10 · 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 she resigns for good reason. The RSUs have no expiration date.

F10 · 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 she resigns for good reason. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionRestricted Stock Units · Derivative 235,208 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 15

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 235,208 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.

F10 · derivative.exercise_price: 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 she resigns for good reason. The RSUs have no expiration date.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F10 · 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 she resigns for good reason. The RSUs have no expiration date.

F10 · 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 she resigns for good reason. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
GrantRestricted Stock Units · Derivative 235,208 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 14

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 235,208

Underlying: Class B Common Stock · 235,208 shares

Expires not disclosed

F10 · derivative.exercise_price: 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 she resigns for good reason. The RSUs have no expiration date.

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F10 · 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 she resigns for good reason. The RSUs have no expiration date.

F10 · 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 she resigns for good reason. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionStock Option (Right to Buy) · Derivative 470,416 $0.00 Strike: $1.92 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 13

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 470,416

Underlying: Class A Common Stock · 470,416 shares

Expires 2029-05-30

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.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F9 · derivative.exercise_date: This option vested 25% on May 20, 2020, 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 she resigns for good reason.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionStock Option (Right to Buy) · Derivative 470,416 $0.00 Strike: $1.92 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 12

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 470,416 shares

Expires 2029-05-30

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.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F9 · derivative.exercise_date: This option vested 25% on May 20, 2020, 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 she resigns for good reason.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
GrantStock Option (Right to Buy) · Derivative 470,416 $0.00 Strike: $1.92 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 11

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 470,416

Underlying: Class B Common Stock · 470,416 shares

Expires 2029-05-30

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F9 · derivative.exercise_date: This option vested 25% on May 20, 2020, 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 she resigns for good reason.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionStock Option (Right to Buy) · Derivative 129,364 $0.00 Strike: $1.92 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 10

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 129,364

Underlying: Class A Common Stock · 129,364 shares

Expires 2030-01-14

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.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F8 · derivative.exercise_date: This option vested 25% on January 7, 2021, 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 she 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
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionStock Option (Right to Buy) · Derivative 129,364 $0.00 Strike: $1.92 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 9

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 129,364 shares

Expires 2030-01-14

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.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F8 · derivative.exercise_date: This option vested 25% on January 7, 2021, 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 she 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
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
GrantStock Option (Right to Buy) · Derivative 129,364 $0.00 Strike: $1.92 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 8

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 129,364

Underlying: Class B Common Stock · 129,364 shares

Expires 2030-01-14

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F8 · derivative.exercise_date: This option vested 25% on January 7, 2021, 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 she 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
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionStock Option (Right to Buy) · Derivative 529,218 $0.00 Strike: $3.77 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 7

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 529,218

Underlying: Class A Common Stock · 529,218 shares

Expires 2031-02-14

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.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F7 · derivative.exercise_date: This option vests 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 she resigns for good reason.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionStock Option (Right to Buy) · Derivative 529,218 $0.00 Strike: $3.77 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 6

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 529,218 shares

Expires 2031-02-14

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.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F7 · derivative.exercise_date: This option vests 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 she resigns for good reason.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
GrantStock Option (Right to Buy) · Derivative 529,218 $0.00 Strike: $3.77 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 5

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 529,218

Underlying: Class B Common Stock · 529,218 shares

Expires 2031-02-14

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F7 · derivative.exercise_date: This option vests 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 she resigns for good reason.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionClass B Common Stock · Derivative 100 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 4

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 17,515

Underlying: Class A Common Stock · 100 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.

F3 · 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.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F3 · 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.

F3 · 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.

F5 · balance_after: 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.

F6 · balance_after: This amount includes 1,447 Earnout Shares, which are subject to the Milestones described in footnote 5 above.

F12 · ownership.nature: These securities are directly held by the Weatherspoon Costin Family Trust, for which the Reporting Person and her spouse serve as co-trustees.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
GrantClass B Common Stock · Derivative 17,615 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 3

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 17,615

Underlying: Class A Common Stock · 17,615 shares

Expires not disclosed

F3 · 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: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F5 · shares: 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.

F6 · shares: This amount includes 1,447 Earnout Shares, which are subject to the Milestones described in footnote 5 above.

F3 · 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.

F3 · 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.

F5 · derivative.underlying_shares: 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.

F6 · derivative.underlying_shares: This amount includes 1,447 Earnout Shares, which are subject to the Milestones described in footnote 5 above.

F5 · balance_after: 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.

F6 · balance_after: This amount includes 1,447 Earnout Shares, which are subject to the Milestones described in footnote 5 above.

F12 · ownership.nature: These securities are directly held by the Weatherspoon Costin Family Trust, for which the Reporting Person and her spouse serve as co-trustees.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
GrantClass B Common Stock · Derivative 127,351 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · derivative · entry 2

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 127,351

Underlying: Class A Common Stock · 127,351 shares

Expires not disclosed

F3 · 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: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F4 · shares: This amount consists entirely of 127,351 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · shares: 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.

F3 · 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.

F3 · 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.

F4 · derivative.underlying_shares: This amount consists entirely of 127,351 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · derivative.underlying_shares: 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.

F4 · balance_after: This amount consists entirely of 127,351 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · balance_after: 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.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:40 UTC
Costin DelidaCh. Legal & People Off.; Secy.
ConversionClass A Common Stock 100 Not disclosed Not disclosed
Disclosure

SEC source: 0001140361-22-023768 · form4.xml · nonDerivative · entry 1

Costin Delida · CIK 0001522485 · Ch. Legal & People Off.; Secy.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 100

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.

F13 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F3 · 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.

F12 · ownership.nature: These securities are directly held by the Weatherspoon Costin Family Trust, for which the Reporting Person and her spouse serve as co-trustees.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:39 UTC
Perry JennieChief Marketing Officer
GrantRestricted Stock Units · Derivative 235,208 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023766 · form4.xml · derivative · entry 3

Perry Jennie · CIK 0001930562 · Chief Marketing Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 235,208

Underlying: Class B Common Stock · 235,208 shares

Expires not disclosed

F7 · derivative.exercise_price: 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 she resigns for good reason. The RSUs have no expiration date.

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F7 · 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 she resigns for good reason. The RSUs have no expiration date.

F7 · 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 she resigns for good reason. The RSUs have no expiration date.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:39 UTC
Perry JennieChief Marketing Officer
GrantStock Option (Right to Buy) · Derivative 823,229 $0.00 Strike: $3.77 $0.00
Disclosure

SEC source: 0001140361-22-023766 · form4.xml · derivative · entry 2

Perry Jennie · CIK 0001930562 · Chief Marketing Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 823,229

Underlying: Class B Common Stock · 823,229 shares

Expires 2031-02-14

F1 · kind: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F6 · derivative.exercise_date: This option vested 25% on February 8, 2022, 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 she resigns for good reason.

Read SEC document
June 16, 2022 Filed Jun 22, 2022 01:39 UTC
Perry JennieChief Marketing Officer
GrantClass B Common Stock · Derivative 94,724 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-023766 · form4.xml · derivative · entry 1

Perry Jennie · CIK 0001930562 · Chief Marketing Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 94,724

Underlying: Class A Common Stock · 94,724 shares

Expires not disclosed

F3 · 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: These securities were issued upon closing of the mergers (the "Business Combination") 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, a Cayman Islands exempted company ("VGAC II"), Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub II"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in exchange for Grove securities.

F2 · kind: Upon closing of the Business Combination, VGAC II was renamed Grove Collaborative Holdings, Inc. (the "Issuer"), and each share of Grove common stock and preferred stock (on an as-converted-to-common-stock basis) and each restricted stock unit ("RSU"), option and warrant to acquire Grove common stock was converted into the right to receive a share of the Issuer's Class B common stock ("Class B Common Stock") and an RSU, option and warrant to acquire Class B Common Stock, respectively, based on an exchange ratio set forth in the Merger Agreement ("Exchange Ratio"), plus a number of Earnout Shares (defined in footnote 5 below) calculated pursuant to the terms of the Merger Agreement. The Exchange Ratio calculates to approximately 1.176 shares of Class B Common Stock per share of Grove common stock.

F4 · shares: This amount consists entirely of 94,724 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · shares: 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.

F3 · 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.

F3 · 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.

F4 · derivative.underlying_shares: This amount consists entirely of 94,724 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · derivative.underlying_shares: 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.

F4 · balance_after: This amount consists entirely of 94,724 restricted shares of Class B Common Stock that the Reporting Person received in connection with the Business Combination that will vest upon the achievement of certain earnout thresholds ("Milestones") prior to the tenth anniversary of the closing of the Business Combination (the "Earnout Shares"). The Milestones are described in footnote 5 below.

F5 · balance_after: 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.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC PurchaseWarrants · Derivative 6,700,000 $1.50 Strike: $11.50 $10,050,000.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · derivative · entry 7

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,700,000

Underlying: Class A Common Stock · 6,700,000 shares

Expires 2027-06-16

F9 · shares: Represents warrants that were converted in connection with the closing of the Transaction to purchase one Share at $11.50 per Share. The warrants were purchased as private placement warrants at $1.50 per Share with an exercise price of $11.50 per Share.

F5 · ownership.direct: Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC PurchaseWarrants · Derivative 3,875,028 $0.01 Strike: $0.01 $38,750.28
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · derivative · entry 6

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,875,028

Underlying: Class A Common Stock · 3,875,028 shares

Expires 2027-06-16

F3 · shares: Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC ConversionClass B Ordinary Shares · Derivative 10,062,500 Not disclosed Not disclosed
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · derivative · entry 5

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 9,972,500 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: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · price: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · derivative.exercise_date: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · derivative.expiration_date: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F5 · ownership.direct: Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC PurchaseClass A Common Stock 5,000,000 $10.00 $50,000,000.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 4

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,394,024

F4 · shares: Acquired through private placement transaction.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC PurchaseClass A Common Stock 1,671,524 $10.00 $16,715,240.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 3

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,394,024

F3 · shares: Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC PurchaseClass A Common Stock 2,750,000 $0.00 $0.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 2

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,722,500

F2 · shares: Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction.

F2 · price: Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

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June 16, 2022 Filed Jun 21, 2022 23:48 UTC ConversionClass A Common Stock 9,972,500 $0.00 $0.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 1

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,972,500

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 · shares: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · price: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F5 · ownership.direct: Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

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June 16, 2022 Filed Jul 1, 2022 21:21 UTC Amendment
Silverman JonathanSenior VP, Physical Goods
ConversionRestricted Stock Units · Derivative 118,662 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-024839 · form4.xml · derivative · entry 21

Silverman Jonathan · CIK 0001930555 · Senior VP, Physical Goods

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 118,662

Underlying: Class A Common Stock · 118,662 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.

F11 · derivative.exercise_price: 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.

F10 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F11 · 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.

F11 · 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.

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June 16, 2022 Filed Jul 1, 2022 21:21 UTC Amendment
Silverman JonathanSenior VP, Physical Goods
ConversionRestricted Stock Units · Derivative 118,662 $0.00 $0.00
Disclosure

SEC source: 0001140361-22-024839 · form4.xml · derivative · entry 20

Silverman Jonathan · CIK 0001930555 · Senior VP, Physical Goods

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 118,662 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.

F11 · derivative.exercise_price: 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.

F10 · kind: In connection with closing of the Business Combination, the Reporting Person elected to convert these securities from Class B Common Stock to Class A Common Stock.

F11 · 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.

F11 · 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.