X0306 4 2019-10-08 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 2019-10-08 4 M 0 350000 7.13 A 350000 D Common Stock 2019-10-08 4 S 0 350000 32.5688 D 0 D Common Stock 2307975 I By Trust Common Stock 2307975 I By Trust Stock Options (Right to Buy) 7.13 2019-10-08 4 M 0 350000 0.00 D 2024-10-21 Common Stock 350000 1007614 D This amount represents the $33.75 secondary public offering price per share of the Common Stock of the Issuer less the underwriting discount of $1.18125 per share. 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. Represents 1,357,614 stock options granted on October 21, 2014 which 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. The reporting person disclaims beneficial ownership of all indirectly held securities except to the extent of his pecuniary interest therein. /s/ Pamela B. Burke, as Attorney-in-Fact 2019-10-10