X0306 4 2020-01-15 0 0001771515 Grocery Outlet Holding Corp. GO 0001779708 Gray Lindsay E. C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 0 1 0 0 VP Corporate Controller Common Stock 2019-06-24 5 L 0 E 400 22.00 A 400 D Common Stock 2020-01-15 4 M 0 2000 8.07 A 2400 D Common Stock 2020-01-15 4 S 0 2000 33.78 D 400 D Stock Options (Right to Buy) 8.07 2020-01-15 4 M 0 2000 0.00 D 2026-09-29 Common Stock 2000 33075 D 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 $33.50 to $33.92, 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 (2) to this Form 4. Represents 35,075 stock options granted on September 29, 2016 which vest in five equal installments on each of the first five anniversaries of the grant date. Does not include an additional 35,075 stock options with an exercise price of $5.98 which are eligible to vest upon the achievement of certain performance-based vesting conditions. /s/ Lindsay E. Gray 2020-01-17