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 *
  Rutenis Paul
2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2021
3. Issuer Name and Ticker or Trading Symbol
GrowGeneration Corp. [GRWG]
(Last)
(First)
(Middle)
SUITE 900, 5619 DTC PARKWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Merchandise Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
01/24/2022
(Street)

GREENWOOD VILLAGE, CO 80111
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 104,220 (1)
D
 

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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rutenis Paul
SUITE 900, 5619 DTC PARKWAY
GREENWOOD VILLAGE, CO 80111
      Chief Merchandise Officer  

Signatures

/s/ Paul Rutenis 02/15/2022
**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) This amendment to Form 3 is being filed to correct the total number of shares owned by the Reporting Person included in the Form 3 originally filed on January 24, 2022 from 102,720 to 104,220, which includes: (i) 4,387 shares of the Issuer's common stock issued on December 21, 2021 (out of 6,666 shares vested on such date, 2,279 shares were withheld by the Issuer to satisfy the tax withholding obligation applicable to the vested shares), pursuant to the Reporting Person's employment agreement (the "Employment Agreement"); (ii) a total of 33,333 unvested shares of common stock, with the following vesting schedule pursuant to the Employment Agreement: 6,666 shares on June 21, 2022, 6,667 shares on December 21, 2022, 6,667 shares on June 21, 2023, 6,667 shares on December 21, 2023, and 6,667 shares on June 21, 2024; (iii) a total of 65,000 Restricted Stock Units ("RSUs") subject to the following vesting schedule: 16,250 RSUs as of December 15, 2022, 16,250 RSUs as of December 15, 2023, 16,250 RSUs as of December 15, 2024, and 16,250 RSUs as of December 15, 2025; and (iv) a total of 1,500 shares of common stock bought by the Reporting Person on the open market prior to his employment with the Issuer. Except the shares bought on the open market, all above-mentioned shares and RSUs of the Reporting Person are granted under the Amended and Restated 2018 Equity Incentive Plan of the Issuer.

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