X0306 4 2020-04-22 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 2020-04-22 4 M 0 9375 7.13 A 51465 D Common Stock 2020-04-22 4 S 0 5397 35.30 D 46068 D Common Stock 2020-04-22 4 S 0 3878 36.40 D 42190 D Common Stock 2020-04-22 4 S 0 100 37.10 D 42090 D Stock Options (Right to Buy) 7.13 2020-04-22 4 M 0 9375 0.00 D 2024-11-25 Common Stock 9375 287031 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 $35.00 to $35.99, 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 (the "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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $36.94, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4. 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