X0306 4 2020-12-02 0 0001771515 Grocery Outlet Holding Corp. GO 0001779740 Lindberg Eric J. Jr. C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 1 1 0 0 Chief Executive Officer Common Stock 2020-12-02 4 M 0 25000 3.81 A 50136 D Common Stock 2020-12-02 4 S 0 25000 37.56 D 25136 D Common Stock 2126670 I By Lindberg Revocable Trust Common Stock 701500 I By Lindberg Irrevocable Trust Common Stock 460 I By child Common Stock 460 I By spouse Stock Options (Right to Buy) 3.81 2020-12-02 4 M 0 25000 0.00 D 2024-10-21 Common Stock 25000 1132614 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 $37.34 to $37.84, 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. Reflects shares directly held by The Lindberg Family Revocable Trust u/a/d 2/14/2006 of which Mr. Lindberg is a Trustee Reflects shares directly held by The Lindberg Family Irrevocable Trust u/a/d 5/12/2017 of which Mr. Lindberg is a Trustee. Represents previously granted stock options which were deemed earned and acquired upon the satisfaction of certain performance vesting criteria. These stock options are vested and exercisable. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2020-12-04