X0306 4 2020-12-04 0 0001771515 Grocery Outlet Holding Corp. GO 0001779767 McMahon Thomas H. C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 0 1 0 0 See Remarks Common Stock 2020-12-04 4 M 0 39121 3.81 A 138994 D Common Stock 2020-12-04 4 M 0 5552 7.13 A 144546 D Common Stock 2020-12-04 4 S 0 24727 36.87 D 119819 D Stock Options (Right to Buy) 3.81 2020-12-04 4 M 0 39121 0.00 D 2024-11-25 Common Stock 39121 0 D Stock Options (Right to Buy) 7.13 2020-12-04 4 M 0 5552 0.00 D 2024-11-25 Common Stock 5552 0 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.82 to $36.93, 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 (1) to this Form 4. 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. 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. EVP, Chief Sales & Merchandising Officer - West /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2020-12-08