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 NAME OF REPORTING PERSON Sculptor Capital Management, Inc. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 8,607,030 (1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 8,607,030
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,607,030 (1) CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 8.7% (2) TYPE OF REPORTING
PERSON HC 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. 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 NAME OF REPORTING PERSON SCM GC Investments Limited CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 817,868 (1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 817,868
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 817,868 (1) CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.8% (2) TYPE OF REPORTING
PERSON OO 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. 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 NAME OF REPORTING PERSON Sculptor Master Fund, Ltd. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 8,607,030 (1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 8,607,030
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,607,030 (1) CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 8.7% (2) TYPE OF REPORTING
PERSON OO 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. 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 NAME OF REPORTING PERSON Sculptor Capital LP CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 8,607,030 (1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 8,607,030
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,607,030 (1) CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 8.7% (2) TYPE OF REPORTING
PERSON PN 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. 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 NAME OF REPORTING PERSON Sculptor Capital Holdings Corporation CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 8,607,030 (1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 8,607,030
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,607,030 (1) CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 8.7% (2) TYPE OF REPORTING
PERSON HC 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. 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.
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. 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 /s/ Wayne Cohen /s/ Wayne Cohen /s/ Wayne Cohen /s/ Wayne Cohen /s/ Wayne Cohen
Annex A Transaction in Class A Common Stock (For the period from December 8, 2022 through January 30, 2023) By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd. By Sculptor Master Fund, Ltd.
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ITEM 5.
SCULPTOR CAPITAL MANAGEMENT, INC.
Signature:
Name:
Wayne Cohen
Title:
President and Chief Operating Officer
SCM GC INVESTMENTS LIMITED
Signature:
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:
Name:
Wayne Cohen
Title:
President and Chief Operating Officer
SCULPTOR CAPITAL LP
By: Sculptor Capital Holding Corporation, its General Partner
Signature:
Name:
Wayne Cohen
Title:
President and Chief Operating Officer
Title:
President and Chief Operating Officer
SCULPTOR CAPITAL HOLDING CORPORATION
Signature:
Name:
Wayne Cohen
Title:
President and Chief Operating Officer
Legal Entity
Trade
Date
Amount
Trade
Price
Buy/Sell
December 8, 2022
41,772
$
0.48
Sell
December 9, 2022
25,000
$
0.47
Sell
December 19, 2022
50,000
$
0.31
Sell
December 19, 2022
100,000
$
0.30
Sell
January 10, 2023
56,772
$
0.55
Sell
January 10, 2023
2,028
$
0.55
Sell
January 11, 2023
58,606
$
0.57
Sell
January 11, 2023
2,094
$
0.57
Sell
January 12, 2023
33,889
$
0.59
Sell
January 12, 2023
1,211
$
0.59
Sell
January 13, 2023
63,677
$
0.57
Sell
January 13, 2023
2,275
$
0.57
Sell
January 17, 2023
48,275
$
0.54
Sell
January 17, 2023
1,725
$
0.54
Sell
January 18, 2023
5,175
$
0.61
Sell
January 18, 2023
144,825
$
0.61
Sell
January 19, 2023
888
$
0.55
Sell
January 19, 2023
24,847
$
0.55
Sell
January 20, 2023
26,069
$
0.54
Sell
January 20, 2023
931
$
0.54
Sell
January 23, 2023
816
$
0.53
Sell
January 23, 2023
43,044
$
0.53
Sell
January 24, 2023
25,600
$
0.54
Sell
January 25, 2023
50,000
$
0.50
Sell
January 26, 2023
50,000
$
0.47
Sell
January 27, 2023
69,485
$
0.47
Sell
January 30, 2023
39,820
$
0.44
Sell