X0306 4/A 2020-04-08 2020-04-10 0 0001771515 Grocery Outlet Holding Corp. GO 0001444802 Bracher Charles C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 0 1 0 0 Chief Financial Officer Common Stock 2020-04-08 4 M 0 46875 7.13 A 88965 D Common Stock 2020-04-08 4 S 0 46875 36.49 D 42090 D Stock Options (Right to Buy) 7.13 2020-04-08 4 M 0 46875 0.00 D 2024-11-25 Common Stock 46875 296406 D The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan. The original Form 4, filed on April 10, 2020, incorrectly reported that on April 8, 2020 the reporting person exercised 65,625 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on April 8, 2020, the reporting person exercised only 46,875 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected. Represents stock options granted on November 25, 2014 which vested in five equal installments on each of the first five anniversaries of the grant date. Does not include an additional 105,967 stock options with an exercise price of $3.81 which are eligible to vest upon the achievement of certain performance-based vesting conditions. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2020-04-24