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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gotham Green Partners LLC
2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2019
3. Issuer Name and Ticker or Trading Symbol
GrowGeneration Corp. [GRWG]
(Last)
(First)
(Middle)
1437 4TH STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA MONICA, CA 90401
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 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 3,000,094
I
By Gotham Green Fund 1 (Q), L.P. (1)
Common Stock 749,906
I
By Gotham Green Fund 1, L.P. (1)
Common Stock 1,101,135
I
By Gotham Green Fund I1 (Q), L.P. (1)
Common Stock 189,187
I
By Gotham Green Fund II, L.P. (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 05/28/2019 05/28/2022 Common Stock 550,568 $ 3.5 I By Gotham Green Fund I1 (Q), L.P. (1)
Warrants 05/28/2019 05/28/2022 Common Stock 94,594 $ 3.5 I By Gotham Green Fund II, L.P. (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gotham Green Partners LLC
1437 4TH STREET
SANTA MONICA, CA 90401
    X    

Signatures

/s/ Jason Adler, Managing Member 12/13/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Gotham Green Partners LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green Fund 1 GP LLC is the general partner of Gotham Green Fund 1 LP and Gotham Green Fund 1 (Q) LP. Gotham Green Fund II GP LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP.

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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