X0306 4 2020-12-28 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 0 0 0 Common Stock 2020-12-28 4 M 0 50000 7.13 A 52712 D Common Stock 2020-12-28 4 S 0 50000 40.25 D 2712 D Common Stock 2307975 I By Trust Common Stock 2307975 I By Trust Stock Options (Right to Buy) 7.13 2020-12-28 4 M 0 50000 0.00 D 2024-10-21 Common Stock 50000 350000 D The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b-5 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.55, 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 (2) to this Form 4. 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 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 2020-12-30