X0306 4 2019-03-30 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 2019-03-30 4 A 0 7984 0.00 A 57165 D Common Stock 2019-06-20 4 A 0 5612 0.00 A 62777 D Non-voting common stock 2019-06-24 4 D 0 140300 D 0 D Common Stock 2019-06-24 4 A 0 140300 A 203077 D Represents restricted stock units previously granted to the reporting person on March 30, 2019, reported on a post-split basis to reflect the stock split which occurred on June 6, 2019. These restricted stock units are scheduled to vest in three equal annual installments, on December 31, 2019, 2020 and 2021. These restricted stock units were already reflected on the reporting person's previously filed Form 3. Represents a grant of new restricted stock units which will vest on June 19, 2020. Upon the completion of the initial public offering of Grocery Outlet Holding Corp. (the "Issuer") on June 24, 2019, all shares of the Issuer's non-voting common stock automatically converted into shares of the Issuer's voting common stock on a one-for-one basis. /s/ Pamela B. Burke, as Attorney-In-Fact 2019-06-24