X0206 3 2019-06-20 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 17573 D Common Stock 39592 I By Trust Non-voting common stock 42090 I By Trust Represent 17,573 restricted stock units previously granted to the reporting person, which are scheduled to vest 9,400 on December 31, 2019, 5,511 on December 31, 2020 and 2,662 on December 31, 2021, in each case, subject to the continued service of the reporting person through each vesting date. Reflects shares directly held by the Thomas F. Herman Separate Property Trust of which Mr. Herman is a Trustee. Upon the completion of the initial public offering of Grocery Outlet Holding Corp. (the "Issuer"), all shares of the Issuer's non-voting common stock will be automatically converted into shares of the Issuer's voting common stock on a one-for-one basis. The reporting person disclaims beneficial ownership of all indirectly held securities except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney /s/ Pamela B. Burke, as Attorney-in-Fact 2019-06-20