Sec Form 4/A Filing - Bracher Charles @ Grocery Outlet Holding Corp. - 2020-04-08

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bracher Charles 2. Issuer Name and Ticker or Trading Symbol Grocery Outlet Holding Corp. [ GO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O GROCERY OUTLET HOLDING CORP., 5650 HOLLIS STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2020 (Street) EMERYVILLE, CA94608 4. If Amendment, Date Original Filed (MM/DD/YY) 04/10/2020 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/08/2020 M 46,875 ( 2 ) A $ 7.13 88,965 D Common Stock 04/08/2020 S( 1 ) 46,875 ( 2 ) D $ 36.49 ( 2 ) 42,090 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options (Right to Buy) $ 7.13 04/08/2020 M 46,875 ( 2 ) ( 3 ) 11/25/2024 Common Stock 46,875 ( 2 ) $ 0 296,406 ( 2 ) ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bracher Charles C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE, CA94608 Chief Financial Officer Signatures /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 04/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan. ( 2 )The original Form 4, filed on April 10, 2020, incorrectly reported that on April 8, 2020 the reporting person exercised 65,625 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on April 8, 2020, the reporting person exercised only 46,875 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected. ( 3 )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. ( 4 )Does not include an additional 105,967 stock options with an exercise price of $3.81 which are eligible to vest upon the achievement of certain performance-based vesting conditions.

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).

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