Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans - Directors and Section 16 Officers
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors and Officers (as such term is defined under Section 16 of the Exchange Act) during the 13 weeks ended September 30, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, each referred to as Rule 10b5-1 trading plan.
Name and Position Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration of Rule 10b5-1 Trading Plan (1)
Aggregate Number of Securities to be Purchased or Sold
Eric J. Lindberg, Jr.
Chairman of the Board of Directors
8/15/2023 8/23/2024 Up to 680,000 shares of our common stock upon the exercise of stock options (2)
Steven K. Wilson
EVP, Chief Purchasing Officer
8/28/2023 8/16/2024 Up to 144,666 shares of our common stock (which includes 32,017 shares upon the exercise of stock options) (2)
Thomas F. Herman Separate Property Trust (3)
8/30/2023 12/31/2024 Up to 17,000 shares of our common stock
_______________________
(1) A trading plan may also expire on such earlier date as all transactions under the trading plan are completed.
(2) The stock options included in Messrs. Lindberg and Wilson's 10b5-1 plans have expiration dates of October 21, 2024 and November 25, 2024, respectively.
(3) Thomas F. Herman, a member of our Board of Directors, is a trustee of the Thomas F. Herman Separate Property Trust.
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During the 13 weeks ended September 30, 2023, none of our directors and Officers (i) adopted a contract, instruction or written plan for the purchase or sale of our securities in any "non-Rule 10b5-1 trading arrangement" or (ii) terminated a contract, instruction or written plan for the purchase or sale of our securities that was a Rule 10b5-1 trading plan or any "non-Rule 10b5-1 trading arrangement."
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Item 6. Exhibits
Incorporated by Reference
Exhibit No. Exhibit Form File
No. Filing
Date Exhibit
No.
3.1 Restated Certificate of Incorporation of Grocery Outlet Holding Corp.
8-K 001-38950 6/10/2022 3.1
3.2 Amended and Restated Bylaws of Grocery Outlet Holding Corp.
8-K 001-38950 4/8/2022 3.1
10.1†* Grocery Outlet Inc. 2019 Annual Incentive Plan (Amended and Restated Effective August 24, 2023)
31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Extension Calculation Linkbase Document
101.DEF Inline XBRL Extension Definition Linkbase Document
101.LAB Inline XBRL Extension Label Linkbase Document
101.PRE Inline XBRL Extension Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document and included as Exhibit 101.
____________________________________
† Management contract or compensatory plan or arrangement.
* Filed herewith.
**
Furnished herewith. The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Grocery Outlet Holding Corp. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Grocery Outlet Holding Corp.
Date: November 8, 2023 By: /s/ Charles C. Bracher
Charles C. Bracher
Chief Financial Officer
(Principal Financial Officer)
Date: November 8, 2023 By: /s/ Lindsay E. Gray
Lindsay E. Gray
Senior Vice President, Accounting
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.