Amended Statement of Ownership (sc 13g/a)
May 05 2022 - 4:01PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G/A
(Amendment
No. 1)
Under
the Securities Exchange act of 1934
GrowGeneration
Corp.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
39986L
109
(CUSIP
Number)
December
31, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 39986L 109
1. |
Names
of Reporting Persons
Gotham
Green Partners LLC (“GGP LLC”)
|
2. |
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
☐
(b) ☒
|
3. |
SEC USE ONLY
|
4. |
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
353,300
shares. Gotham Green Partners LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1 LLC is the general
partner of Gotham Green Fund 1 LP and Gotham Green Fund 1 (Q) LP, which in the aggregate held 20,700 shares. Gotham Green GP II LLC
is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP, which in the aggregate held 332,600 shares. As
of December 31, 2021, no shares were held by any of the these entities. |
6. |
Shared
Voting Power
See
response to row 5. |
7. |
Sole
Dispositive Power
353,300
shares. Gotham Green Partners LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1 LLC is the general
partner of Gotham Green Fund 1 LP and Gotham Green Fund 1 (Q) LP, which in the aggregate held 20,700 shares. Gotham Green GP II LLC
is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP, which in the aggregate held 332,600 shares. As
of December 31, 2021, no shares were held by any of the these entities. |
8. |
Shared
Dispositive Power
See
response to row 7. |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
353,300
shares
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐
|
11. |
Percent
of Class Represented by Amount in Row 9
0.6%(1)
|
12. |
Type
of Reporting Person (see instructions)
PN
|
|
|
|
|
| (1) | Based
on 57,150,998 shares of Common Stock outstanding as of December 31, 2020, as reported on
the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 29, 2021. |
Item
1(a). |
Name
of Issuer: GrowGeneration Corp. |
Item
1(b). |
Address
of Issuer’s Principal Executive Offices: 5619 DTC Parkway, Suite 900, Greenwood Village, CO 80111 |
Item
2(a). |
Name
of Person Filing: Gotham Green Partners LLC |
Item
2(b). |
Address
of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is: |
1437
4th Street
Santa
Monica, CA 90401
Gotham
Green Partners LLC – Delaware
Item
2(d). |
Title
of Class of Securities: Common Stock |
Item
2(e). |
CUSIP
Number: 39986L 109 |
Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
A
non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
☐ |
Group,
in accordance with §240.13d–1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The
approximate percentages of Common Stock reported as beneficially owned by the Reporting Person is based on 57,150,998 shares of Common
Stock outstanding as of December 31, 2020, as reported on the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 29, 2021.
|
(a) |
Amount
beneficially owned:
See
Row 9 of cover page for each Reporting Person. |
|
|
|
|
(b) |
Percent
of class:
See
Row 11 of cover page for each Reporting Person. |
|
|
|
|
(c) |
Number
of shares as to which the person has:
See
Row 9 of cover page for each Reporting Person. |
|
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote
See
Row 5 of cover page for each Reporting Person. |
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote
See
Row 6 of cover page for each Reporting Person. |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of
See
Row 7 of cover page for each Reporting Person. |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of
See
Row 8 of cover page for each Reporting Person. |
Item
5. |
Ownership
of 5 Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following ☒.
Item
6. |
Ownership
of More than 5 Percent on Behalf of Another Person |
Not
applicable.
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not
applicable.
Identification
and Classification of Members of the Group
Not
applicable.
Item
8. |
Notice
of Dissolution of a Group |
Not
applicable.
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
GOTHAM
GREEN PARTNERS LLC
By |
/s/
Jason Adler |
|
Printed
Name: Jason Adler |
|
Title:
|
Managing
Member |
|
Dated:
|
May
5, 2022 |
|
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