X0306 4 2020-05-13 0 0001771515 Grocery Outlet Holding Corp. GO 0001779708 Gray Lindsay E. C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 0 1 0 0 VP Corporate Controller Common Stock 2020-05-13 4 A 0 3187 0.00 A 3587 D Represents 3,187 restricted stock units ("RSUs") granted to the reporting person, of which 1,062 RSUs are scheduled to vest on March 1, 2021, 1,062 RSUs are scheduled to vest on March 1, 2022 and 1,063 RSUs are scheduled to vest on March 1, 2023, in each case, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 4,780 unvested performance stock units at target achievement (or up to an additional 9,560 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2020-05-15