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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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
January 30, 2023
(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
8,607,030 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
8,607,030 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,607,030 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
HC | |||||
| (1) | Includes 7,789,162 shares of Class A Common Stock and 817,868 shares of Class B Common Stock held by SCM GC Investments Limited, subject to forfeiture. SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. |
| (2) | The calculation is based on 98,396,478 shares of Class A common stock issued and outstanding as of November 17, 2022 as reported in the Amendment No. 2 to Schedule 13D, for the reporting person Stuart Landesberg, the Issuer’s Chief Executive Officer, filed with the Securities and Exchange Commission on November 17, 2022 (the “Registration Statement”) plus 817,868 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
817,868 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
817,868 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,868 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Includes 817,868 shares of Class B Common Stock held by SCM GC Investments Limited, subject to forfeiture. SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. |
| (2) | The calculation is based on 98,396,478 shares of Class A common stock issued and outstanding as of November 17, 2022 as reported in the Amendment No. 2 to Schedule 13D, for the reporting person Stuart Landesberg, the Issuer’s Chief Executive Officer, filed with the Securities and Exchange Commission on November 17, 2022 (the “Registration Statement”) plus 817,868 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
8,607,030 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
8,607,030 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,607,030 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Includes 7,789,162 shares of Class A Common Stock and 817,868 shares of Class B Common Stock held by SCM GC Investments Limited, subject to forfeiture. SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. |
| (2) | The calculation is based on 98,396,478 shares of Class A common stock issued and outstanding as of November 17, 2022 as reported in the Amendment No. 2 to Schedule 13D, for the reporting person Stuart Landesberg, the Issuer’s Chief Executive Officer, filed with the Securities and Exchange Commission on November 17, 2022 (the “Registration Statement”) plus 817,868 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
8,607,030 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
8,607,030 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,607,030 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Includes 7,789,162 shares of Class A Common Stock and 817,868 shares of Class B Common Stock held by SCM GC Investments Limited, subject to forfeiture. SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. Sculptor Capital LP is the investment adviser to S culptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. |
| (2) | The calculation is based on 98,396,478 shares of Class A common stock issued and outstanding as of November 17, 2022 as reported in the Amendment No. 2 to Schedule 13D, for the reporting person Stuart Landesberg, the Issuer’s Chief Executive Officer, filed with the Securities and Exchange Commission on November 17, 2022 (the “Registration Statement”) plus 817,868 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
8,607,030 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
8,607,030 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,607,030 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
HC | |||||
| (1) | Includes 7,789,162 shares of Class A Common Stock and 817,868 shares of Class B Common Stock held by SCM GC Investments Limited, subject to forfeiture. SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. |
| (2) | The calculation is based on 98,396,478 shares of Class A common stock issued and outstanding as of November 17, 2022 as reported in the Amendment No. 2 to Schedule 13D, for the reporting person Stuart Landesberg, the Issuer’s Chief Executi ve Officer, filed with the Securities and Exchange Commission on November 17, 2022 (the “Registration Statement”) plus 817,868 shares of Class B common stock held by the Reporting Persons. |
This Amendment No. 4 to Schedule 13D relates to 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 “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Person on June 27, 2022 (the “Initial Statement”) as amended by the Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the Securities Exchange Commission on July 21, 2022, Amendment No.2 to Schedule 13D (“Amendment No. 2”) filed with the Securities and Exchange Commission on November 16, 2022 and Amendment No.3 to Schedule 13D (“Amendment No. 3”) filed with the Securities and Exchange Commission on December 8, 2022 (as amended, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
| ITEM 5. | INTEREST OF SECURITIES OF THE ISSUER. |
Item 5 of the Initial Statement is hereby amended and restated as follows:
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 Amendment No. 1 to Schedule 13D are hereby incorporated by reference in this Item 5.
The decrease in shares beneficially owned by each Reporting Person as reported in this Amendment No. 1 to Schedule 13D reflects, in addition to the transactions described on Annex A.
Sculptor Capital LP (“Sculptor”), a Delaware limited partnership, is the investment adviser to Sculptor Master Fund, Ltd. (“SCMF”) a Cayman Islands company, and thus may be deemed a beneficial owner of the shares held in the accounts managed by Sculptor. Sculptor Capital Holding Corporation (“SCHC”), a Delaware corporation, serves as the sole general partner of Sculptor. As such, SCHC may be deemed to control Sculptor and, therefore, may be deemed a beneficial owner of the shares held in the accounts managed by Sculptor. Sculptor Capital Management, Inc. (“SCU”), a Delaware corporation, is the sole shareholder of SCHC and may be deemed a beneficial owner of the shares in the accounts managed by Sculptor. SCM GC Investments Limited (“SCM GC”) a Cayman Islands exempted company, is wholly owned by SCMF.
(c) Annex A, attached hereto, sets forth transactions in the Common Stock that were effected since the filing date of Amendment No. 3. The transactions in the Common Stock described on Annex A were effected on securities exchanges unless otherwise indicated therein.
(d) None.
(e) Not applicable.
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: January 31, 2023
| 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 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 | |
| Title: | President and Chief Operating Officer | |
| SCULPTOR CAPITAL HOLDING CORPORATION | ||
| Signature: | /s/ Wayne Cohen | |
| Name: | Wayne Cohen | |
| Title: | President and Chief Operating Officer | |
Annex A
Transaction in Class A Common Stock
(For the period from December 8, 2022 through January 30, 2023)
| Legal Entity | Trade Date |
Amount | Trade Price |
Buy/Sell | ||||||||||
| By Sculptor Master Fund, Ltd. |
December 8, 2022 | 41,772 | $ | 0.48 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
December 9, 2022 | 25,000 | $ | 0.47 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
December 19, 2022 | 50,000 | $ | 0.31 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
December 19, 2022 | 100,000 | $ | 0.30 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 10, 2023 | 56,772 | $ | 0.55 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 10, 2023 | 2,028 | $ | 0.55 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 11, 2023 | 58,606 | $ | 0.57 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 11, 2023 | 2,094 | $ | 0.57 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 12, 2023 | 33,889 | $ | 0.59 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 12, 2023 | 1,211 | $ | 0.59 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 13, 2023 | 63,677 | $ | 0.57 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 13, 2023 | 2,275 | $ | 0.57 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 17, 2023 | 48,275 | $ | 0.54 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 17, 2023 | 1,725 | $ | 0.54 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 18, 2023 | 5,175 | $ | 0.61 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 18, 2023 | 144,825 | $ | 0.61 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 19, 2023 | 888 | $ | 0.55 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 19, 2023 | 24,847 | $ | 0.55 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 20, 2023 | 26,069 | $ | 0.54 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 20, 2023 | 931 | $ | 0.54 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 23, 2023 | 816 | $ | 0.53 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 23, 2023 | 43,044 | $ | 0.53 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 24, 2023 | 25,600 | $ | 0.54 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 25, 2023 | 50,000 | $ | 0.50 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 26, 2023 | 50,000 | $ | 0.47 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 27, 2023 | 69,485 | $ | 0.47 | Sell | |||||||||
| By Sculptor Master Fund, Ltd. |
January 30, 2023 | 39,820 | $ | 0.44 | Sell | |||||||||