SEC Filing | Grocery Outlet, Inc.

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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^*

McAndrews Brian

(Last)

(First)

(Middle)

C/O GROCERY OUTLET HOLDING CORP.

5650 HOLLIS STREET

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2020

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)
See Remarks

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (Right to Buy)	⁽¹⁾	06/25/2028	Common Stock	77,165	12.4	D
Stock Options (Right to Buy)	⁽²⁾	06/25/2028	Common Stock	54,578	10.3	D
Stock Options (Right to Buy)	⁽³⁾	06/19/2029	Common Stock	35,075	22	D

Explanation of Responses:

1. These stock options were granted on June 25, 2018 and vest in five equal installments on each of the first five anniversaries of the grant date.

2. Represents stock options which were deemed earned and acquired upon the satisfaction of certain performance vesting criteria. These stock options are vested and exercisable. Does not include an additional 22,587 stock options with an exercise price of $10.30 which remain eligible to vest upon the achievement of certain performance-based vesting conditions.

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

Remarks:

Senior Vice President, Store Development Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Pamela B. Burke, as Attorney-in-Fact	04/01/2020
	** 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, 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, 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/ Brian McAndrews
                                            --------------------------------
                                        Name: Brian McAndrews


                                        Date:   3/25/2020