EX-FILING FEES 4 gos-8exhibit107.htm EX-FILING FEES Document
Exhibit 107
 
CALCULATION OF FILING FEE TABLE

Form S-8
(Form Type)

Grocery Outlet Holding Corp.
(Exact Name of Registrant as Specified in its Charter)


Table I: Newly Registered Securities
Security Type
Security Class Title
Fee Calculation Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Equity
Common stock, par value $0.001 per share
Rule 457(c) and
Rule 457(h)
1,036,272(1)

$25.13(2)
$26,041,515.36(2)
$92.70 per $1,000,000
$2,414.05 
Total Offering Amounts
$26,041,515.36(2)
$2,414.05 
Total Fee Offsets
(3)
Net Fee Due
$2,414.05 

(1)Represents the additional shares of common stock, par value $0.001 per share (the “Common Stock”), of Grocery Outlet Holding Corp. (the “Company” or the “Registrant”) available for issuance under the Grocery Outlet Holding Corp. 2019 Incentive Plan (the “2019 Incentive Plan”) resulting from the automatic annual increase that occurred on January 2, 2022, as well as additional shares registerable from prior years. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of Common Stock which may be offered and issued to prevent dilution resulting from stock splits, stock distributions or similar transactions.

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low sales prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on February 24, 2022, which date is within five business days prior to the filing of this registration statement.

(3)The Registrant does not have any fee offsets.