Charles Bracher - 01 Sep 2022 Form 4 Insider Report for Grocery Outlet Holding Corp. (GO)

Role: Chief Financial Officer
Signature: /s/ Lauri Fischer, Lauri Fischer, attorney-in-fact
Issuer symbol: GO
Transactions as of: 01 Sep 2022
Net transactions value: -$636,580
Form type: 4
Filing time: 06 Sep 2022, 18:00:34 UTC
Previous filing: 19 Aug 2022
Next filing: 31 Oct 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	Options Exercise	$65,967	+9,252	+12%	$7.13^*	86,486	01 Sep 2022	Direct
transaction	GO	Common Stock	Options Exercise	$34,801	+9,134	+11%	$3.81^*	95,620	01 Sep 2022	Direct
transaction	GO	Common Stock	Sale	$737,279	-18,386	-19%	$40.10	77,234	01 Sep 2022	Direct	F1, F2
transaction	GO	Common Stock	Options Exercise	$3.81	+1	+0%	$3.81^*	77,235	02 Sep 2022	Direct
transaction	GO	Common Stock	Sale	$40	-1	-0%	$40.00	77,234	02 Sep 2022	Direct	F1
transaction	GO	Common Stock	Options Exercise	$7.13	+1	+0%	$7.13^*	77,235	02 Sep 2022	Direct
transaction	GO	Common Stock	Sale	$40.06	-1	-0%	$40.06	77,234	02 Sep 2022	Direct	F1
holding	GO	Common Stock						1,410	01 Sep 2022	By spouse
holding	GO	Common Stock						400	01 Sep 2022	By child	F3
holding	GO	Common Stock						400	01 Sep 2022	By child	F4
holding	GO	Common Stock						400	01 Sep 2022	By child	F5

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	-9,252	-10%	$0.000000	81,373	01 Sep 2022	Common Stock	9,252	$7.13	Direct	F6
transaction	GO	Stock Options (Right to Buy)	Options Exercise	$0	-9,134	-14%	$0.000000	56,491	01 Sep 2022	Common Stock	9,134	$3.81	Direct	F6
transaction	GO	Stock Options (Right to Buy)	Options Exercise	$0	-1	-0%	$0.000000	56,490	02 Sep 2022	Common Stock	1	$3.81	Direct	F6
transaction	GO	Stock Options (Right to Buy)	Options Exercise	$0	-1	-0%	$0.000000	81,372	02 Sep 2022	Common Stock	1	$7.13	Direct	F6

* 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 $39.67 to $40.40, 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 this footnote to this Form 4.
F3	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.
F4	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.
F5	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.
F6	These stock options are vested and exercisable.