Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans and Arrangements - Directors and Section 16 Officers
The following table describes contracts, instructions or written plans for the sale or purchase of our securities, which are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, referred to as Rule 10b5-1 trading plans, that were terminated by our directors or Officers (as such term is defined under Section 16 of the Exchange Act) during the 13 weeks ended September 28, 2024. No such plans were adopted during the 13 weeks ended September 28, 2024.
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
Aggregate Number of Securities to be Purchased or Sold
Robert J. Sheedy, Jr.
President and Chief Executive Officer; Director (1)
3/4/2024 8/21/2024 11/25/2024 Up to 10,389 shares of our common stock upon the exercise of stock options (2)
_______________________
(1) As disclosed in Note 11 to the condensed consolidated financial statements, on October 29, 2024, Mr. Sheedy stepped down from his positions as President and Chief Executive Officer, and resigned as a director.
(2) The stock options included in Mr. Sheedy's 10b5-1 plan have an expiration date of November 25, 2024.
Non-Rule 10b5-1 Trading Arrangements
During the 13 weeks ended September 28, 2024, no "non-Rule 10b5-1 trading arrangements" (as defined in Item 408(c) of SEC Regulation S-K) were adopted , modified or terminated by our directors or Officers.
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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†* Amendment to Consulting Agreement, dated as of September 1, 2024, by and between Charles C. Bracher and Grocery Outlet Inc.
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.
____________________________________
† 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: November 6, 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.