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 * 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/YYYY)
1/27/2021
(Street)
EMERYVILLE, CA 94608
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
1/28/2021 
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    9375 (2) A $3.81  63144 (2) D   
Common Stock  1/27/2021    M    9375 (2) A $7.13  72519 (2) D   
Common Stock  1/27/2021    S(1)    16400  D $45.77 (3) 56119 (2) D   
Common Stock  1/27/2021    S(1)    2350 (2) D $46.18 (2)(4) 53769  D   
Common Stock                 1410  I  By spouse 
Common Stock                 400  I  By child (5)
Common Stock                 400  I  By child (6)
Common Stock                 400  I  By child (7)

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)  $3.81  1/27/2021    M        9375 (2)   (8) 11/25/2024  Common Stock  9375 (2) $0.00  153280  D   
Stock Options (Right to Buy)  $7.13  1/27/2021    M        9375 (2)   (9) 11/25/2024  Common Stock  9375 (2) $0.00  118281  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 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, 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 9,375 and 9,375, respectively, 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 $45.14 to $46.13, 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 $46.14 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 (4) to this Form 4.
(5)  Reflects shares directly held by a trust for the benefit of the reporting person's eldest child, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held on behalf of his child by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
(6)  Reflects shares directly held by a trust for the benefit of the reporting person's second eldest child, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held on behalf of his child by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
(7)  Reflects shares directly held by a trust for the benefit of the reporting person's youngest child, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held on behalf of his child by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
(8)  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.
(9)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bracher Charles
C/O GROCERY OUTLET HOLDING CORP.,
5650 HOLLIS STREET
EMERYVILLE, CA 94608


Chief Financial Officer

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