SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sanders Gregory Kevin

(Last)

(First)

(Middle)

C/O GROWGENERATION CORP.

5619 DTC PARKWAY, SUITE 900

(Street)

GREENWOOD VILLAGE

80111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GrowGeneration Corp. [ GRWG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2022

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/06/2022		A		7,351⁽¹⁾	A	$5.11	13,913	D
Common Stock	12/15/2022		A		2,666⁽²⁾	A	$5.4	16,579	D
Common Stock	12/15/2022		A		10,664⁽³⁾	A	$5.4	27,243	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option	$3.84	12/06/2022		M		20,000⁽¹⁾		08/16/2018	02/16/2023	Common Stock	20,000	$5.11	20,000⁽⁴⁾	D

Explanation of Responses:

1. On December 6, 2022, 7,351 shares were issued by the Issuer pursuant to a cashless exercise by the Reporting Person to purchase 20,000 shares of common stock.

2. Pursuant to a restricted stock unit award agreement dated January 5, 2022, the Reporting Person was granted 15,000 restricted stock units, which will vest in four equal installments of 3,750 restricted stock units on each December 15 following the grant date. The first installment vested on December 15, 2022, of which 1,084 shares were withheld by the Issuer to satisfy the applicable tax withholding obligation and 2,666 shares of common stock were issued to the Reporting Person.

3. Pursuant to a restricted stock unit award agreement dated August 9, 2022, the Reporting Person was granted 90,000 restricted stock units, which will vest in six equal installments of 15,000 restricted stock units on each December 15 and June 15 following the grant date. The first installment vested on December 15, 2022, of which 4,336 shares of common stock were withheld by the Issuer to satisfy the applicable tax withholding obligation and 10,664 shares of common stock were issued to the Reporting Person.

4. Other than the options exercised on December 6, 2022, the Reporting Person also owns another option to purchase 20,000 shares of common stock at an exercise price of $3.84/share.

	Gregory Sanders	02/14/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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