FORM 4 [ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Read S. MacGregor Jr. 2. Issuer Name and Ticker or Trading Symbol Grocery Outlet Holding Corp. [ GO ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O GROCERY OUTLET HOLDING CORP., 5650 HOLLIS STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
1/27/2021
(Street)
EMERYVILLE, CA 94608
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
1/29/2021 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  1/27/2021    M    50000 (2) A $7.13  52712 (2) D   
Common Stock  1/27/2021    S(1)    915  D $42.18 (3) 51797 (2) D   
Common Stock  1/27/2021    S(1)    2700  D $43.08 (4) 49097 (2) D   
Common Stock  1/27/2021    S(1)    25304  D $44.12 (5) 23793 (2) D   
Common Stock  1/27/2021    S(1)    8510  D $45.43 (6) 15283 (2) D   
Common Stock  1/27/2021    S(1)    12571 (2) D $46.03 (2)(7) 2712  D   
Common Stock                 2307975  I  By Trust (8)
Common Stock                 2307975  I  By Trust (9)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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  1/27/2021    M        50000 (2)   (10) 10/21/2024  Common Stock  50000 (2) $0.00  250000  D   

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 January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 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 January 27, 2021, the reporting person exercised 50,000 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)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.61 to $42.47, 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 (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
(4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.69 to $43.54, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
(5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.82 to $44.78, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.
(6)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.85 to $45.84, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) to this Form 4.
(7)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.85 to $46.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (7) to this Form 4.
(8)  Reflects shares directly held by the Nordlingen Trust dated 1/23/2012, as amended and restated 9/17/2014 of which Mr. Read is a Trustee.
(9)  Reflects shares directly held by the Redmond Trust dated 10/19/2003, as amended and restated 9/17/2014 of which Mr. Read is a Trustee.
(10)  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.

Remarks:
The reporting person disclaims beneficial ownership of all indirectly held securities except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Read S. MacGregor Jr.
C/O GROCERY OUTLET HOLDING CORP.
5650 HOLLIS STREET
EMERYVILLE, CA 94608
X



Signatures
/s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2/3/2021
**Signature of Reporting Person Date