SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MATTHEWS NORMAN S (Last) (First) (Middle) C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET (Street) EMERYVILLE CA 94608 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/20/2019	3. Issuer Name and Ticker or Trading Symbol Grocery Outlet Holding Corp. [ GO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	57,165(1)	D
Non-voting common stock(2)	140,300	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 17,573 restricted stock units previously granted to the reporting person, which are scheduled to vest 9,400 on December 31, 2019, 5,511 on December 31, 2020 and 2,662 on December 31, 2021, in each case, subject to the continued service of the reporting person through each vesting date

2. Upon the completion of the initial public offering of Grocery Outlet Holding Corp. (the "Issuer"), all shares of the Issuer's non-voting common stock will be automatically converted into shares of the Issuer's voting common stock on a one-for-one basis.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Pamela B. Burke, as Attorney-in-Fact	06/20/2019
	** Signature of Reporting Person	Date
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 5 (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.
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                               POWER OF ATTORNEY

Know all by these presents that the undersigned, does hereby make, constitute
and appoint each of Aisha Barbeau, Charles Bracher, Pamela Burke and Lindsay
Gray, or any one of them, as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (in the undersigned's individual
capacity), to execute and deliver such forms that the undersigned may be
required to file with the U.S. Securities and Exchange Commission as a result of
the undersigned's ownership of or transactions in securities of Grocery Outlet
Holding Corp. (i) pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended, including without limitation, statements on Form 3, Form 4 and
Form 5 (including any amendments thereto) and (ii) in connection with any
applications for EDGAR access codes, including without limitation the Form ID.
The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with regard to his or
her ownership of or transactions in securities of Grocery Outlet Holding Corp.,
unless earlier revoked in writing. The undersigned acknowledges that Aisha
Barbeau, Charles Bracher, Pamela Burke and Lindsay Gray are not assuming any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.

                                        By: /s/ Norman S. Matthews
                                            -----------------------
                                        Name: Norman S. Matthews


                                        Date: June 10, 2019