X0206 3/A 2022-06-16 2022-06-27 0 0001841761 Grove Collaborative Holdings, Inc. GROV 0001403256 Sculptor Capital Management, Inc. 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001936241 Sculptor Capital Holding II LLC 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 Class A Common Stock 91105 I By Sculptor Special Funding, LP Class A Common Stock 20855 I By Sculptor Credit Opportunities Master Fund, Ltd. Class A Common Stock 71375 I By Sculptor Enhanced Master Fund, Ltd. Class A Common Stock 20855 I By Sculptor SC II LP Class A Common Stock 434850 I By Sculptor Master Fund, Ltd. Class B Common Stock Class A Common Stock 9956536 I By SCM GC Investments Limited 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. 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. 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. 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. 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. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date. SCM GC Investments Limited is wholly-owned by Sculptor Master Fund Ltd. and Sculptor Enhanced Master Fund Ltd. Sculptor Capital LP is the investment adviser to Sculptor Enhanced Master Fund Ltd. and 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 SCM GC Investments Limited. Each of the foregoing entities disclaims beneficial ownership of the shares held by SCM GC Investments Limited 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. Includes 817,868 shares of Class B Common Stock subject to forfeiture in connection with certain earnout thresholds. This amendment is being filed to include SCM GC Investments Limited, Sculptor Special Funding, LP, Sculptor Master Fund, Ltd., Sculptor Capital Holding Corporation and Sculptor Capital Holding II LLC as additional reporting persons with respect to the transactions previously reported on a Form 3 filed on June 27, 2022. Form 2 of 2 SCULPTOR CAPITAL MANAGEMENT, INC, /s/ Wayne Cohen, President and Chief Operating Officer 2022-07-08 SCULPTOR CAPITAL HOLDING II LLC, /s/ Wayne Cohen, President and Chief Operating Officer 2022-07-08