X0306 4 2021-03-04 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 2021-03-04 4 A 0 2821 0.00 A 6408 D Common Stock 2021-03-04 4 S 0 449 35.267 D 5959 D Represents 2,821 restricted stock units ("RSUs") granted to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest, and the underlying shares will be concurrently issued in a series of three equal installments upon the reporting person's completion of each 12 month period of service over the period measured from March 1, 2021 to March 1, 2024, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 4,232 unvested performance stock units at target achievement (or up to an additional 8,463 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions. These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2021-03-08