Lindsay E. Gray - 03 Mar 2022 Form 4 Insider Report for Grocery Outlet Holding Corp. (GO)

Role: VP Corporate Controller
Signature: /s/ Lauri Fischer, Lauri Fischer, as Attorney-in-Fact
Issuer symbol: GO
Transactions as of: 03 Mar 2022
Transactions value $: -$23,173
Form type: 4
Filing time: 07 Mar 2022, 18:25:59 UTC
Previous filing: 19 Oct 2021
Next filing: 26 May 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GO	Common Stock	Sale	-$23,173	-818	-5.3%	$28.33	14,654	03 Mar 2022	Direct	F1
transaction	GO	Common Stock	Award	$0	+3,944	+27%	$0	18,598	03 Mar 2022	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted.
F2	Represents 3,944 restricted stock units ("RSUs") granted to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest, and the underlying shares will be concurrently issued in a series of three equal installments upon the reporting person's completion of each 12 month period of service over the period measured from March 1, 2022 to March 1, 2025, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 5,916 unvested performance stock units at target achievement (or up to an additional 11,832 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions.

Content

These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted.

Represents 3,944 restricted stock units ("RSUs") granted to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest, and the underlying shares will be concurrently issued in a series of three equal installments upon the reporting person's completion of each 12 month period of service over the period measured from March 1, 2022 to March 1, 2025, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 5,916 unvested performance stock units at target achievement (or up to an additional 11,832 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions.