Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-20-027738
Date:2020-10-05
Issuer: GROCERY OUTLET HOLDING CORP. (GO)
Original Submission Date:

Reporting Person:

BRACHER CHARLES
C/O GROCERY OUTLET HOLDING CORP.
5650 HOLLIS STREET EMERYVILLE, CA 94608

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-10-05 M 25,000 a $3.81 78,769 direct
COMMON STOCK 2020-10-05 S 11,960 d $40.24 66,809 direct
COMMON STOCK 2020-10-05 S 13,040 d $40.90 53,769 direct
COMMON STOCK 0 $0.00 1,410 indirect
COMMON STOCK 0 $0.00 400 indirect f4
COMMON STOCK 0 $0.00 400 indirect f5
COMMON STOCK 0 $0.00 400 indirect f6
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTIONS (RIGHT TO BUY) 3.81 2020-10-05 deemed execution date M 25,000 (d) 2024-11-25 common stock 25,000 $3.81 209,530 direct
Footnotes
IDfootnote
f1 the sales reported in this form 4 were effected pursuant to a previously adopted rule 10b5-1 trading plan.
f2 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $39.56 to $40.55, inclusive. the reporting person undertakes to provide to grocery outlet holding corp. (the "issuer"), any security holder of the issuer or the staff of the securities and exchange commission (the "commission"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this form 4.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $40.56 to $41.29, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this form 4.
f4 reflects shares directly held by a trust for the benefit of the reporting person's eldest child, who shares the reporting person's household. the reporting person disclaims beneficial ownership of the shares held on behalf of his child by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of section 16 or for any other purpose.
f5 reflects shares directly held by a trust for the benefit of the reporting person's second eldest child, who shares the reporting person's household. the reporting person disclaims beneficial ownership of the shares held on behalf of his child by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of section 16 or for any other purpose.
f6 reflects shares directly held by a trust for the benefit of the reporting person's youngest child, who shares the reporting person's household. the reporting person disclaims beneficial ownership of the shares held on behalf of his child by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of section 16 or for any other purpose.
f7 represents previously granted stock options which were deemed earned and acquired upon the satisfaction of certain performance vesting criteria. these stock options are vested and exercisable.

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