Eric J. Lindberg Jr. - 02 Jun 2021 Form 4 Insider Report for Grocery Outlet Holding Corp. (GO)

Role: Chief Executive Officer, Director
Signature: /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-in-Fact
Issuer symbol: GO
Transactions as of: 02 Jun 2021
Net transactions value: -$759,500
Form type: 4
Filing time: 03 Jun 2021, 17:57:29 UTC
Previous filing: 20 May 2021
Next filing: 17 Jun 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GO	Common Stock	Options Exercise	$95,250	+25,000	+52%	$3.81^*	72,960	02 Jun 2021	Direct
transaction	GO	Common Stock	Sale	$854,750	-25,000	-34%	$34.19	47,960	02 Jun 2021	Direct	F1, F2
holding	GO	Common Stock						2,126,670	02 Jun 2021	By Lindberg Revocable Trust	F3
holding	GO	Common Stock						701,500	02 Jun 2021	By Lindberg Irrevocable Trust	F4
holding	GO	Common Stock						460	02 Jun 2021	By spouse
holding	GO	Common Stock						460	02 Jun 2021	By child

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GO	Stock Options (Right to Buy)	Options Exercise	$0	-25,000	-2.8%	$0.000000	857,614	02 Jun 2021	Common Stock	25,000	$3.81	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This transaction was 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 $33.88 to $34.45, 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 (3) to this Form 4.
F3	Reflects shares directly held by The Lindberg Family Revocable Trust u/a/d 2/14/2006 of which Mr. Lindberg is a Trustee
F4	Reflects shares directly held by the Lindberg Irrevocable Trust u/a/d 5/12/17 of which Mr. Lindberg is a Trustee.
F5	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.