X0206 3 2019-06-20 0 0001771515 Grocery Outlet Holding Corp. GO 0001779703 Read S. MacGregor Jr. C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 1 1 0 0 Vice Chairman Common Stock 2307975 I By Trust Common Stock 2307975 I By Trust Stock Options (Right to Buy) 7.13 2024-10-21 Common Stock 1357614 D Stock Options (Right to Buy) 22.00 2029-06-19 Common Stock 210450 D Reflects shares directly held by the Nordlingen Trust dated 1/23/2012, as amended and restated 9/17/2014 of which Mr. Read is a Trustee. Reflects shares directly held by the Redmond Trust dated 10/19/2003, as amended and restated 9/17/2014 of which Mr. Read is a Trustee. These stock options were granted on October 21, 2014 and vest in five equal installments on each of the first five anniversaries of the grant date. Does not include an additional 1,357,614 stock options with an exercise price of $3.81 which are eligible to vest upon the achievement of certain performance-based vesting conditions. These stock options vest on June 19, 2023. The reporting person disclaims beneficial ownership of all indirectly held securities except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney /s/ Pamela B. Burke, as Attorney-in-Fact 2019-06-20