Sec Form 3 Filing - Sherman Jonathan D @ Collective Growth Corp - 2020-04-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sherman Jonathan D 2. Issuer Name and Ticker or Trading Symbol Collective Growth Corp [ CGROU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O COLLECTIVE GROWTH CORPORATION, 1805 WEST AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2020 (Street) AUSTIN, TX78701 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 5,000 I By 2702933 Ontario Inc. ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 37,735 D Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 191,187 I By 2702933 Ontario Inc. ( 2 ) Warrant ( 1 ) ( 4 ) $ 11.5 ( 5 ) ( 6 ) Class A Common Stock 52,500 I By 2702933 Ontario Inc. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sherman Jonathan D C/O COLLECTIVE GROWTH CORPORATION 1805 WEST AVENUE AUSTIN, TX78701 X Signatures /s/ Jonathan Sherman 04/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes securities underlying 5,000 units which, prior to the effective date of the registration statement relating to the Issuer's public offering, the reporting person irrevocably committed to purchase. Each unit consists of one share of Class A common stock and one-half of one warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock at $11.50 per share. The purchase of these units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. ( 2 )The shares and warrants are owned directly by By 2702933 Ontario Inc., an entity controlled by the reporting person. ( 3 )The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B common stock has no expiration date. ( 4 )Includes 50,000 warrants which, prior to the effective date of the registration statement relating to the Issuer's public offering, the reporting person irrevocably committed to purchase. The purchase of these warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Also includes 2,500 warrants underlying the units referred to in footnote 1. ( 5 )The warrants will become exercisable on the later of the Issuer's completion of an initial business combination or 12 months after the closing of the Issuer's initial public offering. ( 6 )The warrants will expire five years after the completion of the Issuer's initial business combination.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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