|Issuer:||GROCERY OUTLET HOLDING CORP. (GO)|
|Original Submission Date:|
SHEEDY ROBERT JOSEPH JR.
C/O GROCERY OUTLET HOLDING CORP.
5650 HOLLIS STREET EMERYVILLE, CA 94608
|Title of Security||Transaction Date||2a. Deemed Execution Date||Transaction Code||Shares||Acquired or Disposed||Price per share||5. Amount of Securities Beneficially Owned Following Reported Transaction||6. Ownership Form Direct or Indirect||Nature of Indirect Ownership|
|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 Exercisable||Expiration 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||2020-10-08||deemed execution date||M||31,250 (d)||2024-11-25||common stock 31,250||$3.81||254,561||direct|
|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 $41.75 to $42.23, 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, 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||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.|