SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Toler William Douglas

(Last)

(First)

(Middle)

202 SAN MATEO DRIVE

(Street)

BONITA SPRINGS

34134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2020

3. Issuer Name and Ticker or Trading Symbol
HYDROFARM HOLDINGS GROUP, INC. [ HYFM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	1,448,205⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	423,757⁽²⁾	⁽³⁾	D

Explanation of Responses:

1. On December 19, 2019, Mr. Toler was granted 413,773 restricted stock units ("RSUs") under the Issuer's 2019 Equity Incentive Plan (the "December 2019 RSUs"). The December 2019 RSUs will only vest upon the satisfaction of (x) a performance-based vesting requirement, which includes an initial public offering, and (y) the following time-based vesting requirements: 25% on December 19, 2020 and 6.25% at the end of every three-month period thereafter. On February 11, 2019, Mr. Toler was granted 1,034,432 RSUs under the Issuer's 2018 Equity Incentive Plan (the "February 2019 RSUs"). The February 2019 RSUs will only vest upon the satisfaction of (x) a performance-based vesting requirement, which includes an initial public offering, and (y) the following time-based vesting requirements: 25% on February 11, 2020 and 6.25% at the end of every three-month period thereafter.

2. Reflects a 1-for-3.3712 reverse stock split that was effective on November 24, 2020.

3. The Series A convertible preferred stock (the "Series A Preferred Stock") became convertible immediately upon its issuance to Mr. Toler on December 31, 2019 at $11.80 per share. Each share of the Issuer's Series A Preferred Stock will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering at the lesser of (x) $11.80 and (y) a discounted price to the price at which the shares of common stock are sold in the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ William Toler	12/09/2020
	** Signature of Reporting Person	Date
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 5 (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.
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