X0306 4 2020-09-03 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 2020-09-03 4 M 0 15000 5.98 A 18587 D Common Stock 2020-09-03 4 S 0 15000 40.97 D 3587 D Stock Options (Right to Buy) 5.98 2020-09-03 4 M 0 15000 0.00 D 2026-09-29 Common Stock 15000 20075 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.78 to $41.36, 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. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2020-09-04