Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Clark Christopher 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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O GROVE COLLABORATIVE HOLDINGS, INC., 1301 SANSOME STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/15/2024 (Street) SAN FRANCISCO, CA 94111 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/15/2024 M 13,572 A (1) 160,275 D Class A Common Stock 11/15/2024 F 6,259(2) D $1.33 154,016 D Class A Common Stock 11/15/2024 M 2,282 A (1) 156,298 D Class A Common Stock 11/15/2024 F 1,044(2) D $1.33 155,254 D Class A Common Stock 11/15/2024 M 12,181 A (1) 167,435 D Class A Common Stock 11/15/2024 F 5,573(2) D $1.33 161,862 D Class A Common Stock 11/15/2024 M 21,542 A (1) 183,404 D Class A Common Stock 11/15/2024 F 9,856(2) D $1.33 173,548 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Underlying Securities (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)
Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	11/15/2024		M			13,572	(3)	(4)	Class A Common Stock	13,572	(1)	122,147	D
Restricted Stock Units	(1)	11/15/2024		M			2,282	(5)	(4)	Class A Common Stock	2,282	(1)	0	D
Restricted Stock Units	(1)	11/15/2024		M			12,181	(6)	(4)	Class A Common Stock	12,181	(1)	60,909	D
Restricted Stock Units	(1)	11/15/2024		M			21,542	(7)	(4)	Class A Common Stock	21,542	(1)	64,628	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Clark Christopher C/O GROVE COLLABORATIVE HOLDINGS, INC. 1301 SANSOME STREET SAN FRANCISCO, CA 94111			Chief Technology Officer

Signatures

/s/Barbara Wallace, Attorney-in-Fact for Christopher Clark	11/19/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A Common Stock
(2)	These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability.
(3)	These RSUs will vest in quarterly installments each February 15, May 15, August 15 and November 15 commencing on May 15, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.
(4)	The RSUs have no expiration date.
(5)	These RSUs will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on November 15, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.
(6)	These RSUs will vest in twelve equal installments on each February 15th, May 15th, August 15th and November 15th of each year (provided, that if such date occurs on a weekend or federal holiday, vesting shall occur on the next business day) beginning on May 15, 2023, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or the Reporting Person resigns for good reason.
(7)	1/12th of the shares subject to the Award shall vest on each of the Company's Standard Quarterly Vesting Dates (February 15th, May 15th, August 15th and November 15th of each year; provided, that if such date occurs on a weekend or federal holiday, vesting shall occur on the next business day) beginning with the first quarterly vesting date in the next calendar quarter following the Vesting Commencement Date.

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