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* Burke Pamela B. (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) CAO, GC & Secretary	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)	09/29/2025	Common Stock	90,507	$8.11	D
Stock Options (Right to Buy)	(2)	03/31/2027	Common Stock	35,075	$8.57	D
Stock Options (Right to Buy)	(3)	12/26/2028	Common Stock	49,105	$11.64	D
Stock Options (Right to Buy)	(4)	06/19/2029	Common Stock	63,135	$22	D

Explanation of Responses:

1. These stock options were granted on September 29, 2015 and vest in five equal installments on each of the first five anniversaries of the grant date. Does not include an additional 90,507 stock options with an exercise price of $4.79 which are eligible to vest upon the achievement of certain performance-based vesting conditions.

2. These stock options were granted on March 31, 2017 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 $6.48 which are eligible to vest upon the achievement of certain performance-based vesting conditions.

3. These stock options were granted on December 26, 2018 and vest in five equal installments on each of the first five anniversaries of the grant date. Does not include an additional 49,105 stock options with an exercise price of $11.64 which are eligible to vest upon the achievement of certain performance-based vesting conditions.

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

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Pamela B. Burke	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).
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