0001019056-20-000586.txt : 20201125 0001019056-20-000586.hdr.sgml : 20201125 20201125163212 ACCESSION NUMBER: 0001019056-20-000586 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201123 FILED AS OF DATE: 20201125 DATE AS OF CHANGE: 20201125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stiefel Sean CENTRAL INDEX KEY: 0001765017 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39146 FILM NUMBER: 201351062 MAIL ADDRESS: STREET 1: 747 THIRD AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Steifel Sean DATE OF NAME CHANGE: 20190116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GrowGeneration Corp. CENTRAL INDEX KEY: 0001604868 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 465008129 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 930 W 7TH AVE, SUITE A CITY: DENVER STATE: CO ZIP: 80204 BUSINESS PHONE: 914-924-1235 MAIL ADDRESS: STREET 1: 930 W 7TH AVE, SUITE A CITY: DENVER STATE: CO ZIP: 80204 FORMER COMPANY: FORMER CONFORMED NAME: EasyLife, Corp. DATE OF NAME CHANGE: 20140404 4 1 stiefel.xml FORM 4 X0306 4 2020-11-23 0 0001604868 GrowGeneration Corp. GRWG 0001765017 Stiefel Sean 747 THIRD AVENUE 35TH FLOOR NEW YORK NY 10017 1 0 0 0 Common Stock 2020-11-23 4 S 0 492995 31.17 D 284551 I See Footnote Common Stock 2020-11-23 4 S 0 7005 32.02 D 277546 I See Footnote Common Stock 2020-11-24 4 S 0 45000 32.90 D 232546 I See Footnote Common Stock 2020-11-24 4 S 0 5000 33.70 D 227546 I See Footnote Common Stock 2020-11-23 4 M 0 50000 3.35 A 50000 D Common Stock 2020-11-23 4 F 0 5317 31.50 D 44683 D Common Stock 2020-11-23 4 M 0 25000 3.59 A 69683 D Common Stock 2020-11-23 4 F 0 2849 31.50 D 66834 D Common Stock 2020-11-23 4 M 0 33333 2.96 A 100167 D Common Stock 2020-11-23 4 F 0 3132 31.50 D 97035 D Common Stock 2020-11-23 4 M 0 16667 4.63 D 113702 D Common Stock 2020-11-23 4 F 0 2450 31.50 D 111252 D Common Stock Options 3.35 2020-11-23 4 M 0 50000 0 D 2018-01-04 2023-01-03 Common Stock 50000 0 D Common Stock Options 3.59 2020-11-23 4 M 0 25000 0 D 2018-10-23 2023-10-22 Common Stock 25000 0 D Common Stock Options 2.96 2020-11-23 4 M 0 33333 0 D 2019-03-26 2024-03-26 Common Stock 33333 16667 D Common Stock Options 4.63 2020-11-23 4 M 0 16667 0 D 2020-05-12 2025-05-11 Common Stock 16667 33333 D The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by Sean Stiefel as a result of (i) open market transactions occurring between November 23, 2020 and November 24, 2020, in which the Fund sold 550,000 shares of Common Stock of the Issuer, and (ii) cashless exercises by the Reporting Person of options to purchase shares of Common Stock. The amount of 227,546 in Table I reflects the aggregate amount of Common Stock held by the Fund directly. The November 23, 2020 sale of 492,995 shares of Common Stock transaction was executed in multiple trades at prices ranging from $30.78 to $31.77. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The November 23, 2020 sale of 7,005 shares of Common Stock transaction was executed in multiple trades at prices ranging from $31.80 to $32.17. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The November 24, 2020 sale of 45,000 shares of Common Stock transaction was executed in multiple trades at prices ranging from $32.54 to $33.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Reflects 5,317 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.35 per share to fund the cashless exercise of 50,000 options owned by the Reporting Person pursuant to the Issuer's 2014 Equity Incentive Plan (the "Plan") and the related Stock Option Award Agreement ("Award Agreement"). Reflects 2,849 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.59 per share to fund the cashless exercise of 25,000 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. Reflects 3,132 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $2.96 per share to fund the cashless exercise of 33,333 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. Reflects 2,450 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $4.63 per share to fund the cashless exercise of 16,667 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. Following the open market transactions by the Fund and the cashless exercise by the Reporting Person of options owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 227,546 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock and directly owns options to purchase 50,000 shares of Common Stock. The transactions reported above in Table I that relate to the exercise of stock options reflect the cashless exercise transactions. The cashless exercise for each set of options is reported in two lines. The first line of the cashless exercise transaction is coded M in column 3 of Table I and reports in column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The line coded F in column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with Code D for disposed. The transactions reported in Table II above, reflect the disposition of the same stock options whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in column 9 of Table II above includes only stock options. The Reporting Person indirectly owns warrants to purchase a total of 279,570 shares of common stock through the Fund. /s/ Sean Stiefel 2020-11-25