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Bracher Charles – ‘4’ for 3/3/22 re: Grocery Outlet Holding Corp.

On:  Monday, 3/7/22, at 7:13pm ET   ·   For:  3/3/22   ·   Accession #:  1771515-22-26   ·   File #:  1-38950

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/07/22  Bracher Charles                   4                      2:13K  Grocery Outlet Holding Corp.      Grocery Outlet Hol… Corp

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider --                                      
                wf-form4_164669842259586.xml/3.6                                 
 2: EX-24       Charles C. Bracher Power of Attorney                HTML      8K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — wf-form4_164669842259586.xml/3.6



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider — wf-form4_164669842259586.xml/3.6
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bracher Charles
(Last)(First)(Middle)
C/O GROCERY OUTLET HOLDING CORP.,
5650 HOLLIS STREET
(Street)
EMERYVILLECA94608
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Grocery Outlet Holding Corp. [ GO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
XOfficer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
3/3/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock 3/3/22 S (1) 2,848D$28.32961,469D
Common Stock 3/3/22 A 15,765 (2)A$077,234D
Common Stock 1,410IBy spouse
Common Stock 400IBy child (3)
Common Stock 400IBy child (4)
Common Stock 400IBy child (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1)  These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted.
(2)  Represents 15,765 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 23,648 unvested performance stock units at target achievement (or up to an additional 47,296 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions.
(3)  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.
(4)  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.
(5)  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
Remarks:
/s/ Lauri Fischer, Lauri Fischer, as Attorney-in-Fact 3/3/22
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Codes:
    A    Grant, award or other acquisition pursuant to Rule 16b-3(d).
    S    Open market or private sale of non-derivative or derivative security.

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Filing Submission 0001771515-22-000026   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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