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* Gray Lindsay E. (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) Director 10% Owner X Officer (give title below) Other (specify below) VP Corporate Controller	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)

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
Stock Options (Right to Buy)	(1)	09/29/2026	Common Stock	35,075	8.07	D
Stock Options (Right to Buy)	(2)	06/19/2029	Common Stock	21,045	22	D

Explanation of Responses:

1. These stock options were granted on September 29, 2016 and vest in five equal installments on each of the first five anniversaries of the grant date. Does not include an additional 35,075 stock options with an exercise price of $5.98 which are eligible to vest upon the achievement of certain performance-based vesting conditions.

2. These stock options vest on June 19, 2023.

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 and Pamela Burke, 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 and Pamela Burke 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/ Lindsay E. Gray
                                            --------------------
                                        Name: Lindsay E. Gray


                                        Date: June 7, 2019