McMahon Thomas H. 4

4 · Grocery Outlet Holding Corp. · Filed Dec 8, 2020

Form 4

Period: 2020-12-04

EVP, Sales & Merchandising

Transactions

Exercise/Conversion
Common Stock
2020-12-04$7.13/sh+5,552$39,586→ 144,546 total
Sale
Common Stock
2020-12-04$36.87/sh−24,727$911,684→ 119,819 total
Exercise/Conversion
Stock Options (Right to Buy)
2020-12-04−39,121→ 0 total
Exercise: $3.81Exp: 2024-11-25→ Common Stock (39,121 underlying)
Exercise/Conversion
Stock Options (Right to Buy)
2020-12-04−5,552→ 0 total
Exercise: $7.13Exp: 2024-11-25→ Common Stock (5,552 underlying)
Exercise/Conversion
Common Stock
2020-12-04$3.81/sh+39,121$149,051→ 138,994 total

Footnotes (3)

[F1]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.82 to $36.93, inclusive. The reporting person undertakes to provide to Grocery Outlet Holding Corp. (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
[F2]Represents previously granted stock options which were deemed earned and acquired upon the satisfaction of certain performance vesting criteria. These stock options are vested and exercisable.
[F3]Represents stock options granted on November 25, 2014 which vested in five equal installments on each of the first five anniversaries of the grant date.

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