Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Grove Collaborative Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
39957D102
(CUSIP Number)
Wayne Cohen
Sculptor Capital Management
9 West 57th Street
New York, NY 10019
(212) 790-0000
Copy to:
Craig Marcus
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199
(617) 951-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 16, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor Capital Management, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
10,595,576 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
10,595,576 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,595,576 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (2) | |||||
14. | TYPE OF REPORTING PERSON
HC |
(1) | Includes 639,040 shares of Class A Common Stock held by Sculptor Special Funding, LP, Sculptor Credit Opportunities Master Fund, Ltd., Sculptor Enhanced Master Fund Ltd., Sculptor SC II LP, Sculptor Master Fund, Ltd. and 9,956,536 shares of Class B Common Stock held by SCM GC Investments Limited, of which 817,868 are subject to forfeiture. SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. and Sculptor Enhanced Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Special Funding, LP, Sculptor Credit Opportunities Master Fund, Ltd., Sculptor Enhanced Master Fund Ltd. and Sculptor Master Fund, Ltd. Sculptor II LP is the investment adviser to Sculptor SC II LP. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Holding II LLC serves as the sole general partner of Sculptor Capital II LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation and the sole member of Sculptor Capital Holding II LLC. |
(2) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
SCM GC Investments Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
9,956,536 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
9,956,536 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,956,536 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2% (2) | |||||
14. | TYPE OF REPORTING PERSON
OO |
(1) | Includes 9,956,536 shares of Class B Common Stock, of which 817,868 are subject to forfeiture. SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. and Sculptor Enhanced Master Fund Ltd. |
(2) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor Special Funding, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
91,105 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
91,105 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,105 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (1) | |||||
14. | TYPE OF REPORTING PERSON
PN |
(1) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Issuers Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 23, 2022 (the Closing 8-K), plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor Credit Opportunities Master Fund, Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
20,855 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
20,855 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,855 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) | |||||
14. | TYPE OF REPORTING PERSON
OO |
(1) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K, plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor Enhanced Master Fund, Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
71,375 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
71,375 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,375 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (1) | |||||
14. | TYPE OF REPORTING PERSON
OO |
(1) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor SC II LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
20,855 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
20,855 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,855 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) | |||||
14. | TYPE OF REPORTING PERSON
PN |
(1) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor Master Fund, Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
434,850 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
434,850 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,850 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (1) | |||||
14. | TYPE OF REPORTING PERSON
OO |
(1) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor Capital LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
618,185 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
618,185 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,185 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (2) | |||||
14. | TYPE OF REPORTING PERSON
PN |
(1) | Includes 618,185 shares of Class A Common Stock held by Sculptor Special Funding, LP, Sculptor Credit Opportunities Master Fund, Ltd., Sculptor Enhanced Master Fund Ltd., and Sculptor Master Fund, Ltd. Sculptor Capital LP is the investment adviser to Sculptor Special Funding, LP, Sculptor Credit Opportunities Master Fund, Ltd., Sculptor Enhanced Master Fund Ltd., and Sculptor Master Fund, Ltd. |
(2) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor Capital II LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
20,855 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
20,855 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,855 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (2) | |||||
14. | TYPE OF REPORTING PERSON
PN |
(1) | Includes 20,855 shares of Class A Common Stock held by Sculptor SC II LP. Sculptor II LP is the investment adviser to Sculptor SC II LP. |
(2) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor Capital Holdings Corporation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
618,185 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
618,185 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,185 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (2) | |||||
14. | TYPE OF REPORTING PERSON
HC |
(1) | Includes 618,185 shares of Class A Common Stock held by Sculptor Special Funding, LP, Sculptor Credit Opportunities Master Fund, Ltd., Sculptor Enhanced Master Fund Ltd., and Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP, which is the investment adviser to Sculptor Special Funding, LP, Sculptor Credit Opportunities Master Fund, Ltd., Sculptor Enhanced Master Fund Ltd., and Sculptor Master Fund, Ltd. |
(2) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
CUSIP No. 39957D102
1 |
NAME OF REPORTING PERSON
Sculptor Capital Holding II LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
20,855 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
20,855 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,855 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (2) | |||||
14. | TYPE OF REPORTING PERSON
HC |
(1) | Sculptor Capital Holding II LLC serves as the sole general partner of Sculptor Capital II LP, which is the investment adviser to Sculptor SC II LP. |
(2) | The calculation is based on 29,412,877 shares of Class A common stock issued and outstanding as of June 16, 2022 as reported in the Closing 8-K plus 9,956,536 shares of Class B common stock held by the Reporting Persons. |
ITEM 1. | SECURITY AND ISSUER |
This statement on Schedule 13D (this Schedule 13D) relates to the shares of Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), of Grove Collaborative Holdings, Inc., a Delaware Corporation (the Company or the Issuer). The principal executive offices of the Issuer are located at 1301 Sansome Street, San Francisco, California.
ITEM 2. | IDENTITY AND BACKGROUND |
(a), (f) This statement is being filed by Sculptor Capital LP (Sculptor), a Delaware limited partnership, Sculptor Capital II LP (Sculptor II), a Delaware limited partnership, Sculptor Capital Holding Corporation (SCHC), a Delaware corporation, Sculptor Capital Holding II LLC (SCHC-II), a Delaware limited liability company, Sculptor Capital Management, Inc. (SCU), a Delaware limited liability company, Sculptor Master Fund, Ltd. (SCMF) a Cayman Islands company, Sculptor Special Funding, LP (SSF) a Cayman Islands exempted limited partnership, Sculptor Credit Opportunities Master Fund, Ltd. (SCCO) a Cayman Islands company, Sculptor SC II LP (SCII) a Delaware limited partnership, Sculptor Enhanced Master Fund, Ltd. (SCEN) a Cayman Islands company, and SCM GC Investments Limited (SCM GC) a Cayman Islands exempted company. Sculptor, Sculptor II, SCHC, SCHC-II, SCU, SCMF, SSF, SCCO, SCII, SCEN, SCM GC are each individually referred to as a Reporting Person and collectively, the Reporting Persons.
(b) The address of the principal business office of Sculptor, Sculptor II, SCHC, SCHC-II, and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019. The address of the principal business office of SCMF, SCEN, and SCCO is c/o State Street (Cayman) Trust, Limited, 1 Nexus Way Suite #5203, PO Box 896, Helicona Courtyard, Camana Bay, Grand Cayman, KY1-1103, Cayman. The address of the principal business office of SSF is c/o MaplesFS Limited, P.O. Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands. The address of the principal business office of SCII is c/o The Corporation Trust Company 1209 Orange Street, Wilmington DE 19801. The address of the principal business office of SCM GC Investments Limited is c/o Stuarts Corporate Services Ltd. P.O. Box 2510 69 Dr. Roys Drive Grand Cayman KY1-1104 Cayman Islands.
(b), (c) and (f) Current information concerning the identity and background of each of the executive officers and directors of SCU is set forth on Annex A (collectively, the Covered Persons), attached hereto and incorporated herein by reference.
(c) The principal business of each of SCMF, SSF, SCCO, SCII, SCEN, SCM GC (collectively, the Investment Funds) is the ownership of equity interests in various entities. The principal business of Sculptor and Sculptor II is serving as the principal investment manager of the Investment Funds. The principal business of each of SCHC, SCHC-II and SCU is the direct and indirect ownership of general partner interests of each of the Investment Funds, Sculptor and Sculptor II.
(d) None of the Reporting Persons nor, to the best of their knowledge, their respective executive officers, managers or directors or Covered Persons, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. None of the Reporting Persons have been convicted in a criminal proceeding during the last five years excluding traffic violations or similar misdemeanors.
(e) None of the Reporting Persons nor, to the best of their knowledge, their respective executive officers, managers or directors or Covered Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years where, as a result of such proceeding, the Reporting Person was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The securities reported herein were received as consideration in connection with a Business Combination (as defined below).
Merger Transaction
One June 16, 2022, the Issuer consummated the Business Combination (the Closing), pursuant to that certain Agreement and Plan of Merger (the Merger Agreement), dated as of December 7, 2021, as amended and restated on March 31, 2022, by and among VGAC II, Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II (Merger Sub I), Treehouse Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of VGAC II (Merger Sub II) and Grove Collaborative, Inc., a Delaware public benefit corporation (Grove). The transactions contemplated by the Merger Agreement are collectively referred to herein as the Business Combination.
On June 15, 2022, as contemplated by the Merger Agreement, VGAC II filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which VGAC II was domesticated and continued as a Delaware public benefit corporation, changing its name to Grove Collaborative Holdings, Inc. As a result of and upon the effective time of the Domestication, among other things, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of VGAC II, and Class B ordinary shares, par value $0.0001 per share, of VGAC II, automatically converted, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of New Grove (the Class A Common Stock).
Under the Merger Agreement, among other things, (i) each share of common stock, par value $0.0001 per share, of Grove (Grove Common Stock) and preferred stock, par value $0.0001 per share, of Grove (Grove Preferred Stock) (on an as-converted to common stock basis) (other than dissenting shares) was canceled and converted into the right to receive (a) a number of shares of Class B common stock, par value $0.0001 per share, of New Grove (the Class B Common Stock), as determined pursuant to an exchange ratio set forth in the Merger Agreement (the Exchange Ratio) and (b) a number of restricted shares of New Grove Class B Common Stock that will vest upon the achievement of certain earnout thresholds prior to the tenth anniversary of Closing (the Grove Earnout Shares).
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the Amendment thereto, included with this Statement as Exhibits 1 and 2 and incorporated herein by reference.
PIPE Financing
In connection with the Merger Agreement, on December 7, 2021, VGAC II entered into subscription agreements (collectively, the Subscription Agreements), with certain investors including the Reporting Persons (collectively, the PIPE Investors) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors collectively subscribed for 8,707,500 shares of New Grove Class A Common S tock at a price of $10.00 per share for aggregate proceeds of $87,075,000 (the PIPE Financing). The PIPE Financing was consummated substantially concurrently with the Closing.
ITEM 4. | PURPOSE OF THE TRANSACTION |
The Reporting Persons acquired the Class A Common Stock and the Class B Common Stock for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to acquire additional shares of Class A Common Stock or Class B Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended (the Securities Act), in privately negotiated transactions or otherwise and/or investigate, evaluate, discuss, negotiate or agree to retain and/or sell or otherwise dispose of all or a portion of shares of Class A Common Stock or Class B Common Stock in the open market, through transactions registered under the Securities Act, through privately negotiated transactions to the Company or third parties or through distributions to their respective partners, or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons review of numerous factors, including, among other things, the price levels of the Class A Common Stock and the Class B Common Stock; general market and economic conditions; ongoing evaluation of the Companys business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. | INTEREST OF SECURITIES OF THE ISSUER. |
The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
(a),(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
Sculptor is the investment adviser to SSF, SCCO, SCEN, and SCMF and thus may be deemed a beneficial owner of the shares held in the accounts managed by Sculptor. Sculptor II is the investment adviser to SCII, and thus may be deemed a beneficial owner of the shares held in the accounts managed by Sculptor II. SCHC serves as the sole general partner of Sculptor and SCHC-II serves as the sole general partner of Sculptor II. As such, SCHC and SCHC-II may be deemed to control Sculptor and Sculptor II, respectively, and, therefore, may be deemed a beneficial owner of the shares held in the accounts managed by Sculptor and Sculptor II, respectively. SCU is the sole shareholder of SCHC and sole member of SCHC-II and may be deemed a beneficial owner of the shares in the accounts managed by Sculptor and Sculptor II. SCMGC is wholly owned by SCMF and SCEN.
(c) Annex B, attached hereto, sets forth transactions in the Common Stock that were effected during the 60-day period ended June 27, 2022. The transactions in the Common Stock described on Annex B were effected on securities exchanges unless otherwise indicated therein.
(d) None.
(e) Not applicable.
Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The information set forth in Item 4 hereof is hereby incorporated by reference.
Amended and Restated Registration Rights Agreement
On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, New Grove entered into the Amended and Restated Registration Rights Agreement (the Registration Rights Agreement) with certain other stockholders including the Reporting Persons (collectively, with each other person who has executed and delivered a joinder thereto, the RRA Parties), pursuant to which the RRA Parties are entitled to registration rights in respect of certain shares of New Grove Class A Common Stock and certain other equity securities of New Grove that are held by the RRA Parties from time to time.
The foregoing summary does not purport to be complete, and is qualified in its entirety by reference to the Registration Rights Agreement included with this Statement as Exhibit 3 and incorporated herein by reference
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit |
Description | |
1 | Agreement and Plan of Merger, dated as of December 7, 2021, by and among Virgin Group Acquisition Corp. II, Treehouse Merger Sub, Inc. and Grove Collaborative, Inc. (incorporated by reference to Exhibit 2.1 of the Issuers Form 8-K (File No. 001-40263), filed with the SEC on December 8, 2021). | |
2 | Amended and Restated Agreement and Plan of Merger, dated as of March 31, 2022, by and among Virgin Group Acquisition Corp. II, Treehouse Merger Sub, Inc., Treehouse Merger Sub II, LLC and Grove Collaborative, Inc. (incorporated by reference to Exhibit 2.1 of the Issuers Form 8-K (File No. 001-40263), filed with the SEC on April 4, 2022). | |
3 | Amended and Restated Registration Rights Agreement, dated as of June 16, 2022, among the Company, Virgin Group Acquisition Sponsor II, LLC, and certain other parties (incorporated by reference to Exhibit 10.3 of the Issuers Form 8-K (File No. 001-40263), filed with the SEC on June 23, 2022). | |
4 | Joint Filing Agreement, dated June 27, 2022. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 27, 2022
SCULPTOR CAPITAL MANAGEMENT, INC. | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCM GC INVESTMENTS LIMITED | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCULPTOR SPECIAL FUNDING, LP | ||
By: Sculptor Capital LP, its investment manager | ||
By: Sculptor Capital Holding Corporation, its General Partner | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCULPTOR CREDIT OPPORTUNITIES MASTER FUND, LTD. | ||
By: Sculptor Capital LP, its Investment Manager | ||
By: Sculptor Capital Holding Corporation, its General Partner< /td> | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCULPTOR ENHANCED MASTER FUND, LTD. | ||
By: Sculptor Capital LP, its Investment Manager | ||
By: Sculptor Capital Holding Corporation, its General Partner | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCULPTOR SC II LP | ||
By: Sculptor Capital II LP, its Investment Manager | ||
By: Sculptor Capital Holding II LLC, its General Partner | ||
By: Sculptor Capital LP, its Member |
By: Sculptor Capital Holding Corporation, its General Partner | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCULPTOR MASTER FUND, LTD. | ||
By: Sculptor Capital LP, its investment manager | ||
By: Sculptor Capital Holding Corporation, its General Partner | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCULPTOR CAPITAL LP | ||
By: Sculptor Capital Holding Corporation, its General Partner | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCULPTOR CAPITAL II LP | ||
By: Sculptor Capital Holding II LLC, its General Partner | ||
By: Sculptor Capital LP, its Member | ||
By: Sculptor Capital Holding Corporation, its General Partner | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCULPTOR CAPITAL HOLDING CORPORATION | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer | |
SCULPTOR CAPITAL HOLDING II LLC | ||
Signature: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: | President and Chief Operating Officer |
Annex A
The following is a list of the executive officers and directors of Sculptor Capital Management, Inc. (collectively, the Covered Persons), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by Sculptor).
Executive Officers
Name |
Principal Occupation or Employment |
Business Address |
Citizenship | |||
James S. Levin | Chief Investment Officer and Chief Executive Officer |
Sculptor Capital Management, Inc. 9 West 57th Street New York, New York 10019 |
U.S. | |||
Dava Ritchea | Chief Financial Officer | Sculptor Capital Management, Inc. 9 West 57th Street New York, New York 10019 |
U.S. | |||
Wayne Cohen | President and Chief Operating Officer | Sculptor Capital Management, Inc. 9 West 57th Street New York, New York 10019 |
U.S. | |||
David M. Levine | Chief Legal Officer | Sculptor Capital Management, Inc. 9 West 57th Street New York, New York 10019 |
U.S. | |||
Herbert Allen Pollard | Executive Managing Director and Chief Accounting Officer | Sculptor Capital Management, Inc. 9 West 57th Street New York, New York 10019 |
U.S. |
Directors
Name |
Principal Occupation or Employment |
Business Address |
Citizenship | |||
James S. Levin | Sculptor Capital Management, Inc. Chief Investment Officer and Chief Executive Officer | Sculptor Capital Management, Inc. 9 West 57th Street New York, New York 10019 |
U.S. | |||
Wayne Cohen | Sculptor Capital Management, Inc. President and Chief Operating Officer | Sculptor Capital Management, Inc. 9 West 57th Street New York, New York 10019 |
U.S. | |||
David Bonanno | Far Peak Acquisition Corporation Chief Financial Officer | Far Peak Acquisition Corporation 511 6th Ave, #7342 New York, New York 10011 |
U.S. | |||
Marcy Engel | Sculptor Capital Management Chairperson of the Board of Directors | Sculptor Capital Management, Inc. 9 West 57th Street New York, New York 10019 |
U.S. | |||
Charmel Maynard | University of MiamiAssociate Vice President, Chief Investment Officer, and Treasurer | University of Miami 1320 S Dixie Hwy Coral Gables, Florida 33146 |
U.S. | |||
Bharath Srikrishnan | BharCap Partners, LLC Founder and Managing Partner | BharCap Partners, LLC 165 Mason Street, 2nd Floor Greenwich, Connecticut 06830 |
U.S. |
Annex B
Transaction in Common Stock
(60-day period ended on April 19, 2022)
Legal Entity |
Trade Date | Amount | Trade Price | Buy/Sell | ||||||||||||
Sculptor SC II LP |
6/21/2022 | -9981 | $ | 8.01 | Sell | |||||||||||
Sculptor SC II LP |
6/21/2022 | -3750 | $ | 9.47 | Sell | |||||||||||
Sculptor SC II LP |
6/21/2022 | -3750 | $ | 11.53 | Sell | |||||||||||
Sculptor SC II LP |
6/22/2022 | -3374 | $ | 6.56 | Sell | |||||||||||
Sculptor Special Funding, LP |
6/21/2022 | -43599 | $ | 8.01 | Sell | |||||||||||
Sculptor Special Funding, LP |
6/21/2022 | -16381 | $ | 9.47 | Sell | |||||||||||
Sculptor Special Funding, LP |
6/21/2022 | -16381 | $ | 11.53 | Sell | |||||||||||
Sculptor Special Funding, LP |
6/22/2022 | -14744 | $ | 6.56 | Sell | |||||||||||
Sculptor Credit Opportunities Master Fund, Ltd. |
6/21/2022 | -9981 | $ | 8.01 | Sell | |||||||||||
Sculptor Credit Opportunities Master Fund, Ltd. |
6/21/2022 | -3750 | $ | 9.47 | Sell | |||||||||||
Sculptor Credit Opportunities Master Fund, Ltd. |
6/21/2022 | -3750 | $ | 11.53 | Sell | |||||||||||
Sculptor Credit Opportunities Master Fund, Ltd. |
6/22/2022 | -3374 | $ | 6.56 | Sell | |||||||||||
Sculptor Enhanced Master Fund, Ltd. |
6/21/2022 | -2979 | $ | 8.01 | Sell | |||||||||||
Sculptor Enhanced Master Fund, Ltd. |
6/21/2022 | -1119 | $ | 9.47 | Sell | |||||||||||
Sculptor Enhanced Master Fund, Ltd. |
6/21/2022 | -1119 | $ | 11.53 | Sell | |||||||||||
Sculptor Enhanced Master Fund, Ltd. |
6/22/2022 | -1008 | $ | 6.56 | Sell | |||||||||||
Sculptor Enhanced Master Fund, Ltd. |
6/22/2022 | -469 | $ | 7.64 | Sell | |||||||||||
Sculptor Enhanced Master Fund, Ltd. |
6/23/2022 | -998 | $ | 6.26 | Sell | |||||||||||
Sculptor Master Fund, Ltd. |
6/22/2022 | -3436 | $ | 7.64 | Sell | |||||||||||
Sculptor Master Fund, Ltd. |
6/23/2022 | -7702 | $ | 6.26 | Sell |