Brian McAndrews - 03 Mar 2022 Form 4 Insider Report for Grocery Outlet Holding Corp. (GO)

Role
SVP, Chief Store Development Officer
Signature
/s/ Lauri Fischer, Lauri Fischer, as Attorney-in-Fact
Issuer symbol
GO
Transactions as of
03 Mar 2022
Net transactions value
-$248,061
Form type
4
Filing time
07 Mar 2022, 18:37:51 UTC
Next filing
14 Mar 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GO Common Stock Sale $58,471 -2,064 -13% $28.33 13,669 03 Mar 2022 Direct F1
transaction GO Common Stock Award $0 +10,864 +79% $0.000000 24,533 03 Mar 2022 Direct F2
transaction GO Common Stock Options Exercise $103,000 +10,000 +41% $10.30 34,533 04 Mar 2022 Direct
transaction GO Common Stock Sale $292,590 -10,000 -29% $29.26 24,533 04 Mar 2022 Direct F3

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 -10,000 -24% $0.000000 31,165 04 Mar 2022 Common Stock 10,000 $10.30 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted.
F2 Represents 10,864 restricted stock units ("RSUs") granted to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest, and the underlying shares will be concurrently issued in a series of three equal installments upon the reporting person's completion of each 12 month period of service over the period measured from March 1, 2022 to March 1, 2025, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 16,295 unvested performance stock units at target achievement (or up to an additional 32,590 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.24 to $29.30, 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 this footnote.
F4 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.

Remarks:

SVP, Chief Store Development Officer