UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Grocery Outlet Holding Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
39874R101
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(CUSIP Number)
September 30, 2024
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
| | Rule 13d-1(c)
| | Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
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CUSIP NO. 39874R101 Page 2 of 8
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FPR Partners, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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5. SOLE VOTING POWER
5,200,000 (1)
NUMBER OF ---------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH:
5,200,000 (1)
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,200,000 (1)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% (2)
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12. TYPE OF REPORTING PERSON (See Instructions)
IA
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(1) As of September 30, 2024.
(2) Based upon shares outstanding as of August 1, 2024, as reported by the
Issuer on Form 10-Q for the quarterly period ending June 29, 2024.
SCHEDULE 13G
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CUSIP NO. 39874R101 Page 3 of 8
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Raab
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,200,000 (1)
EACH ---------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH:
0
---------------------------------------------------------
8. SHARED DISPOSITIVE POWER
5,200,000 (1)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,200,000 (1)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% (2)
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12. TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) As of September 30, 2024.
(2) Based upon shares outstanding as of August 1, 2024, as reported by the
Issuer on Form 10-Q for the quarterly period ending June 29, 2024.
SCHEDULE 13G
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CUSIP NO. 39874R101 Page 4 of 8
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bob Peck
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,200,000 (1)
EACH ---------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH:
0
---------------------------------------------------------
8. SHARED DISPOSITIVE POWER
5,200,000 (1)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,200,000 (1))
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% (2)
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12. TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) As of September 30, 2024.
(2) Based upon shares outstanding as of August 1, 2024, as reported by the
Issuer on Form 10-Q for the quarterly period ending June 29, 2024.
SCHEDULE 13G
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CUSIP NO. 39874R101 Page 5 of 8
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Item 1. Issuer
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(a) Name of Issuer:
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Grocery Outlet Holding Corp.
(b) Address of Issuer's Principal Executive Offices:
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5650 Hollis Street
Emeryville, CA 94608
Item 2. Identity And Background
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(a) Name of Person Filing:
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This statement is jointly filed by and on behalf of FPR Partners,
LLC ("FPR"), Andrew Raab, and Bob Peck (collectively, the
"Reporting Persons"). The reported shares of Common Stock are
held directly by certain limited partnerships, collectively, the
"Funds". FPR acts as investment manager to the Funds and may be
deemed to indirectly beneficially own securities owned by the
Funds. Andrew Raab and Bob Peck are the Senior Managing Members
of FPR and may be deemed to indirectly beneficially own securities
owned by FPR and the Funds. Each of the Reporting Persons declares
that neither the filing of this statement nor anything herein shall
be construed as an admission that such person is, for the purposes
of Sections 13(d) or 13(g) of the Securities and Exchange Act of
1934, the beneficial owner of any of the securities covered by this
statement. The Reporting Persons are filing this statement
jointly, but not as members of a group, and each expressly
disclaims membership in a group. The agreement among the Reporting
Persons relating to the joint filing of this Schedule 13G is
attached as Exhibit 99.1 hereto.
(b) Address of Principal Business Office or, if none, Residence:
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405 Howard Street, 2nd Floor
San Francisco, CA 94105
(c) Citizenship:
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FPR Partners, LLC is a limited liability company organized under
the laws of the State of Delaware. Mr. Raab and Mr. Peck are
US citizens.
(d) Title of Class of Securities:
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Common Stock
(e) CUSIP Number:
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39874R101
SCHEDULE 13G
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CUSIP NO. 39874R101 Page 6 of 8
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Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
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(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) [X] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with
240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).
(1) FPR is an investment adviser in accordance with 240.13d-1(b)(1)(ii)(E)
(2) Mr. Raab and Mr. Peck are control persons of FPR in accordance with
with 240.13d-1(b)(1)(ii)(G)
Item 4. Ownership
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(a) Amount beneficially owned: See Item 9 on the cover pages hereto.
(b) Percent of class: See Item 11 on the cover pages hereto.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto.
SCHEDULE 13G
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CUSIP NO. 39874R101 Page 7 of 8
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(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto.
Item 5. Ownership Of Five Percent Or Less Of a Class
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If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than 5.0% of the class of securities, check the following [ ].
Item 6. Ownership Of More Than Five Percent On Behalf Of Another Person
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FPR Partners, LLC is an SEC registered investment adviser whose clients
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities covered
by this statement. Bob Peck and Andrew Raab are the Senior Managing
Members of FPR Partners, LLC.
Item 7. Identification And Classification Of The Subsidiary Which Acquired The
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Security Being Reported On By The Parent Holding Company
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Not Applicable.
Item 8. Identification And Classification Of Members Of The Group
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FPR Partners, LLC is the investment adviser to client accounts. Bob
Peck and Andrew Raab are the Senior Managing Members of FPR Partners,
LLC. The Funds hold the stock for the benefit of their respective
investors, and the Funds have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the stock. No individual client's holding of the stock is more
than five percent of the outstanding shares of the applicable class
of the stock. The Reporting Persons are filing this Schedule 13G
jointly, but not as members of a group, and each of them expressly
disclaims membership in a group. Further, each of the Reporting
Persons disclaims beneficial ownership of the stock except to the
extent of that Reporting Person's pecuniary interest therein.
Item 9. Notice Of Dissolution Of Group
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Not Applicable.
Item 10. Certification
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SCHEDULE 13G
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CUSIP NO. 39874R101 Page 8 of 8
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SIGNATURES
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After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: November 14, 2024
FPR Partners, LLC
/s/ Siu Chiang
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Name: Siu Chiang
Title: Chief Financial Officer
Andrew Raab
/s/ Siu Chiang for Andrew Raab
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Name: Andrew Raab
Bob Peck
/s/ Siu Chiang for Bob Peck
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Name: Bob Peck
Exhibit 99.1 Joint Filing Agreement, dated November 13, 2012, by and among
FPR Partners, LLC, Andrew Raab and Bob Peck (furnished
herewith).
Exhibit 99.2 Confirming Statement for Andrew Raab (furnished herewith).
Exhibit 99.3 Confirming Statement for Bob Peck (furnished herewith).
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities and Exchange Act of
1934, as amended, and the rules and regulations thereunder, each party hereto
agrees to the joint filing between them, on behalf of each of them, of any
filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement
supplement and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.
Dated: November 13, 2012
FPR Partners, LLC
/s/ Siu Chiang
-----------------------------------
Name: Siu Chiang
Title: Chief Financial Officer
Andrew Raab
/s/ Siu Chiang for Andrew Raab
-----------------------------------
Name: Siu Chiang
Title: Authorized Signatory
Bob Peck
/s/ Siu Chiang for Bob Peck
-----------------------------------
Name: Siu Chiang
Title: Authorized Signatory
Exhibit 99.2
CONFIRMING STATEMENT
This Statement confirms that the undersigned, Andrew Raab, has
authorized and designated Siu Chiang to execute and file on the undersigned's
behalf all filings that the undersigned may be required to file with the U.S.
Securities and Exchange Commission under Section 13 or Section 16 of the
Securities and Exchange Act of 1934, as amended (the "Act"). The authority
of Siu Chiang under this Statement shall remain in full force and effect
until revoked by the undersigned in a signed writing provided to Siu Chiang.
The undersigned acknowledges that Siu Chiang is not assuming any of the
undersigned's responsibilities to comply with Section 13 or Section 16 of
the Act.
Date: November 13, 2012 /s/ Andrew Raab
Exhibit 99.3
CONFIRMING STATEMENT
This Statement confirms that the undersigned, Bob Peck, has
authorized and designated Siu Chiang to execute and file on the undersigned's
behalf all filings that the undersigned may be required to file with the
U.S. Securities and Exchange Commission under Section 13 or Section 16 of the
Securities and Exchange Act of 1934, as amended (the "Act"). The authority
of Siu Chiang under this Statement shall remain in full force and effect
until revoked by the undersigned in a signed writing provided to Siu Chiang.
The undersigned acknowledges that Siu Chiang is not assuming any of the
undersigned's responsibilities to comply with Section 13 or Section 16 of
the Act.
Date: November 13, 2012 /s/ Bob Peck