Sec Form 3 Filing - PAYNE CHRIS @ HYDROFARM HOLDINGS GROUP, INC. - 2020-12-09

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PAYNE CHRIS 2. Issuer Name and Ticker or Trading Symbol HYDROFARM HOLDINGS GROUP, INC. [ HYFM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HAWTHORN EQUITY PARTNERS, PO BOX 1061, TORONTO DOMINION 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2020 (Street) TORONTO, A6M5K 1P2 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 2,090,748 ( 1 ) I See footnotes. ( 3 ) ( 5 ) Common Stock 27,571 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Purchase Warrant $ 16.86 12/14/2020 12/14/2023 Common Stock 108,583 ( 1 ) I See footnotes. ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PAYNE CHRIS C/O HAWTHORN EQUITY PARTNERS PO BOX 1061, TORONTO DOMINION TORONTO, A6M5K 1P2 X TOMES JOHN C/O HAWTHORN EQUITY PARTNERS PO BOX 1061, TORONTO DOMINION TORONTO, A6M5K 1P2 X Signatures /s/ Chris Payne 12/09/2020 Signature of Reporting Person Date /s/ John Tomes 12/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a 1-for-3.3712 reverse stock split that was effective on November 24, 2020. ( 2 )Represents shares of common stock held directly by Mr. Tomes. ( 3 )Represents (i) 1,378,775 shares of common stock held by Hawthorn Limited Partnership, (ii) 628,448 shares of common stock held by Hydrofarm Co-Investment Fund, LP, and (iii) 83,525 shares of common stock held by Payne Capital Corp. ( 4 )Represents (i) warrants to purchase 74,293 shares of common stock held by Hawthorn Limited Partnership, (ii) warrants to purchase 30,697 shares of common stock held by Hydrofarm Co-Investment Fund, LP and (iii) warrants to purchase 3,593 shares of common stock held by Payne Capital Corp. ( 5 )Hydrofarm Co-Investment Fund, LP and Hawthorn Limited Partnership are affiliate funds of Hawthorn Equity Partners. Mr. Payne and Mr. Tomes are managing partner and senior partner, respectively, of Hawthorn Equity Partners. Mr. Payne is the owner of Payne Capital Corp.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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