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SEC FORM 3 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*
Read S. MacGregor Jr.
(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
X Officer (give title below) Other (specify below)
Vice Chairman
 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 2,307,975 I By Trust(1)
Common Stock 2,307,975 I By Trust(2)
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) (3) 10/21/2024 Common Stock 1,357,614 7.13 D
Stock Options (Right to Buy) (4) 06/19/2029 Common Stock 210,450 22 D
Explanation of Responses:
1. Reflects shares directly held by the Nordlingen Trust dated 1/23/2012, as amended and restated 9/17/2014 of which Mr. Read is a Trustee.
2. Reflects shares directly held by the Redmond Trust dated 10/19/2003, as amended and restated 9/17/2014 of which Mr. Read is a Trustee.
3. These stock options were granted on October 21, 2014 and vest in five equal installments on each of the first five anniversaries of the grant date. Does not include an additional 1,357,614 stock options with an exercise price of $3.81 which are eligible to vest upon the achievement of certain performance-based vesting conditions.
4. These stock options vest on June 19, 2023.
Remarks:
The reporting person disclaims beneficial ownership of all indirectly held securities except to the extent of his pecuniary interest therein. 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.
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.
                               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/ S. MacGregor Read, Jr.
                                            --------------------------
                                        Name: S. MacGregor Read, Jr.


                                        Date: June 7, 2019