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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ragatz Erik D.
(Last) (First) (Middle)
C/O GROCERY OUTLET HOLDING CORP.,
5650 HOLLIS STREET
(Street)
EMERYVILLE CA 94608
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Grocery Outlet Holding Corp. [ GO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/04/2021 A 2,821(1) A $0.00 2,821 D
Common Stock 209,096(2) I See footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents 2,821 restricted stock units granted to the reporting person which are scheduled to vest on March 1, 2022, subject to the continued service of the reporting person through such vesting date.
2. Total reflects shares of Common Stock received by Mr. Ragatz in connection with a pro rata in-kind distribution made by H&F Globe Investor LP to its partners in a distribution exempt from Section 16 of the Securities Exchange Act of 1934 by virtue of Rule 16a-9 thereunder.
3. Reflects shares of Common Stock held by a limited partnership controlled by Mr. Ragatz. Mr. Ragatz disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
Remarks:
/s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 03/08/2021
** 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 4 (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, Lindsay Gray and Lauri Fischer,

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, Lindsay Gray and Lauri Fischer 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/ Erik D. Ragatz
                 ----------------------
            Name: Erik D. Ragatz


            Date:   03/08/2021