X0306 4 2020-05-13 0 0001771515 Grocery Outlet Holding Corp. GO 0001253547 Herman Thomas F C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 1 0 0 0 Common Stock 2020-05-13 4 A 0 2712 0.00 A 25897 D Common Stock 2020-05-15 4 S 0 1800 37.45 D 71882 I By Trust Common Stock 2020-05-15 4 S 0 200 38.21 D 71682 I By Trust Represents 2,712 restricted stock units granted to the reporting person which are scheduled to vest on March 1, 2021, subject to the continued service of the reporting person through such vesting date. The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.97 to $37.92, 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, 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. Reflects shares directly held by the Thomas F. Herman Separate Property Trust of which Mr. Herman is a Trustee. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2020-05-15