X0206 3 2019-06-20 0 0001771515 Grocery Outlet Holding Corp. GO 0001178445 MATTHEWS NORMAN S C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 1 0 0 0 Common Stock 57165 D Non-voting common stock 140300 D Includes 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 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. Exhibit List: Exhibit 24 - Power of Attorney /s/ Pamela B. Burke, as Attorney-in-Fact 2019-06-20