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 or terminated by our directors and Officers (as such term is defined under Section 16 of the Exchange Act) during the 13 weeks ended March 30, 2024, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, referred to as Rule 10b5-1 trading plan:
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Name and Position Date of Adoption of Rule 10b5-1 Trading Plan Date of Termination 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 2/29/2024 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 3/18/2024 8/16/2024 Up to 144,666 shares of our common stock (which included 32,017 shares upon the exercise of stock options) (2)
Robert J. Sheedy, Jr.
President and Chief Executive Officer; Director
3/4/2024 Not applicable 11/25/2024 (3)
Up to 10,389 shares of our common stock upon the exercise of stock options (3)
_______________________
(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 Mr. Lindberg and Mr. Wilson's 10b5-1 plans had expiration dates of October 21, 2024 and November 25, 2024, respectively.
(3) The stock options included in Mr. Sheedy's 10b5-1 plan have an expiration date of November 25, 2024. Due to the expiration of the stock options on such date, that is the effective termination date of the plan.
During the 13 weeks ended March 30, 2024, 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 in 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.
2.1#* Stock Purchase Agreement, dated February 14, 2024, by and among Grocery Outlet Inc., BBGO Acquisition, Inc. the sellers party thereto, and Southvest Fund VII, L.P.
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†* 2024 Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan)
10.2† Consulting Agreement, dated February 29, 2024, by and between Charles C. Bracher and Grocery Outlet Inc.
8-K 001-38950 3/1/2024 10.1
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 and Principal Accounting 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 and Principal Accounting 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.
____________________________________
# Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish any omitted schedules or exhibits upon the request of the SEC.
† 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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SIGNATURE
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: May 8, 2024 By: /s/ Lindsay E. Gray
Lindsay E. Gray
Interim Chief Financial Officer and Senior Vice President, Accounting
(Principal Financial Officer and 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.