FORM 4
[ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sculptor Capital Management, Inc.
2. Issuer Name and Ticker or Trading Symbol

Grove Collaborative Holdings, Inc. [ GROV ]
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)

9 WEST 57TH STREET, 
3. Date of Earliest Transaction (MM/DD/YYYY)

6/21/2022
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock 6/21/2022  S  43599 D$8.01 47506 I By Sculptor Special Funding, LP (1)
Class A Common Stock 6/21/2022  S  16381 D$9.47 31125 I By Sculptor Special Funding, LP (1)
Class A Common Stock 6/21/2022  S  16381 D$11.53 14744 I By Sculptor Special Funding, LP (1)
Class A Common Stock 6/22/2022  S  14744 D$6.56 0 I By Sculptor Special Funding, LP (1)
Class A Common Stock 6/21/2022  S  9981 D$8.01 10874 I By Sculptor Credit Opportunities Master Fund, Ltd. (2)
Class A Common Stock 6/21/2022  S  3750 D$9.47 7124 I By Sculptor Credit Opportunities Master Fund, Ltd. (2)
Class A Common Stock 6/21/2022  S  3750 D$11.53 3374 I By Sculptor Credit Opportunities Master Fund, Ltd. (2)
Class A Common Stock 6/22/2022  S  3374 D$6.56 0 I By Sculptor Credit Opportunities Master Fund, Ltd. (2)
Class A Common Stock 6/21/2022  S  9981 D$8.01 10874 I By Sculptor SC II LP (3)
Class A Common Stock 6/21/2022  S  3750 D$9.47 7124 I By Sculptor SC II LP (3)
Class A Common Stock 6/21/2022  S  3750 D$11.53 3374 I By Sculptor SC II LP (3)
Class A Common Stock 6/22/2022  S  3374 D$6.56 0 I By Sculptor SC II LP (3)
Class A Common Stock 6/22/2022  S  3436 D$7.64 431414 I By Sculptor Master Fund, Ltd. (4)
Class A Common Stock 6/23/2022  S  7702 D$6.25 423712 I By Sculptor Master Fund, Ltd. (4)
Class A Common Stock 6/21/2022  S  2979 D$8.01 68396 I By Sculptor Enhanced Master Fund, Ltd. (5)
Class A Common Stock 6/21/2022  S  1119 D$9.47 67277 I By Sculptor Enhanced Master Fund, Ltd. (5)
Class A Common Stock 6/21/2022  S  1119 D$11.53 66158 I By Sculptor Enhanced Master Fund, Ltd. (5)
Class A Common Stock 6/22/2022  S  1008 D$6.56 65150 I By Sculptor Enhanced Master Fund, Ltd. (5)
Class A Common Stock 6/22/2022  S  469 D$7.64 64681 I By Sculptor Enhanced Master Fund, Ltd. (5)
Class A Common Stock 6/23/2022  S  998 D$6.26 63683 I By Sculptor Enhanced Master Fund, Ltd. (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Sculptor Capital LP is the investment adviser to Sculptor Special Funding, LP. 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. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Special Funding, LP. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Special Funding, LP except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(2) Sculptor Capital LP is the investment adviser to Sculptor Credit Opportunities 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. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Credit Opportunities Master Fund, Ltd. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Credit Opportunities Master Fund, Ltd. except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(3) Sculptor Capital II LP is the investment adviser to Sculptor SC II 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 member of Sculptor Capital Holding II LLC. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor SC II LP. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor CS II LP. except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(4) 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. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Master Fund LP. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Master Fund LP except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.
(5) Sculptor Capital LP is the investment adviser to Sculptor Enhanced 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. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Enhanced Master Fund Ltd. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Enhanced Master Fund Ltd. except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sculptor Capital Management, Inc.
9 WEST 57TH STREET
NEW YORK, NY 10019

X

Sculptor Special Funding, LP
P.O. BOX 1093, QUEENSGATE HOUSE
GRAND CAYMAN, E9 KYI-1102

X

Sculptor Credit Opportunities Master Fund, Ltd.
1 NEXUS WAY, SUITE #5203,
PO BOX 896, HELICONA COURTYARD
GRAND CAYMAN, E9 KY1-1103

X

Sculptor Enhanced Master Fund, Ltd.
1 NEXUS WAY, SUITE #5203,
PO BOX 896, HELICONA COURTYARD
GRAND CAYMAN, E9 KY1-1103

X

Sculptor Master Fund, Ltd.
1 NEXUS WAY, SUITE #5203,
PO BOX 896, HELICONA COURTYARD
GRAND CAYMAN, E9 KY1-1103

X

Sculptor SC II, LP
1209 ORANGE STREET
WILMINGTON, DE 19801

X

Sculptor Capital LP
9 WEST 57TH STREET
NEW YORK, NY 10019

X

Sculptor Capital II LP
9 WEST 57TH STREET
NEW YORK, NY 10019

X

Sculptor Capital Holding Corp
9 WEST 57TH STREET
NEW YORK, NY 10019

X

Sculptor Capital Holding II LLC
9 WEST 57TH STREET
NEW YORK, NY 10019

X


Signatures
SCULPTOR CAPITAL MANAGEMENT, INC, /s/ Wayne Cohen, President and Chief Operating Officer7/8/2022
**Signature of Reporting PersonDate

SCULPTOR SPECIAL FUNDING, LP, By: Sculptor Capital LP, its investment manager, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer7/8/2022
**Signature of Reporting PersonDate

SCULPTOR CREDIT OPPORTUNITIES MASTER FUND, LTD., By: Sculptor Capital LP, its Investment Manager, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer7/8/2022
**Signature of Reporting PersonDate

SCULPTOR ENHANCED MASTER FUND, LTD., By: Sculptor Capital LP, its Investment Manager, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer7/8/2022
**Signature of Reporting PersonDate

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, /s/ Wayne Cohen, President7/8/2022
**Signature of Reporting PersonDate

SCULPTOR MASTER FUND, LTD., By: Sculptor Capital LP, its investment manager, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer7/8/2022
**Signature of Reporting PersonDate

SCULPTOR CAPITAL LP, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer7/8/2022
**Signature of Reporting PersonDate

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, /s/ Wayne Cohen, President and Chief Operating Officer7/8/2022
**Signature of Reporting PersonDate

SCULPTOR CAPITAL HOLDING CORPORATION, /s/ Wayne Cohen, President and Chief Operating Officer7/8/2022
**Signature of Reporting PersonDate

SCULPTOR CAPITAL HOLDING II LLC, /s/ Wayne Cohen, President and Chief Operating Officer7/8/2022
**Signature of Reporting PersonDate


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).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.