X0306 4 2019-10-08 0 0001771515 Grocery Outlet Holding Corp. GO 0001779740 Lindberg Eric J. Jr. C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 1 1 0 0 Chief Executive Officer Common Stock 2019-10-08 4 M 0 25000 7.13 A 25000 D Common Stock 2019-10-08 4 S 0 25000 32.5688 D 0 D Common Stock 2019-10-08 4 S 0 225000 32.5688 D 2426670 I By Lindberg Revocable Trust Common Stock 2019-10-08 5 G 0 E 50000 0.00 D 2376670 I By Lindberg Revocable Trust Common Stock 701500 I By Lindberg Irrevocable Trust Common Stock 460 I By child Common Stock 460 I By spouse Stock Options (Right to Buy) 7.13 2019-10-08 4 M 0 25000 0.00 D 2024-10-21 Common Stock 25000 1332614 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 Lindberg Revocable Trust u/a/d 2/14/06 of which Mr. Lindberg is a Trustee Reflects shares directly held by the Lindberg Irrevocable Trust u/a/d 5/12/17 of which Mr. Lindberg 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. The reporting person's sale of shares reported herein may be deemed to be matchable under Section 16(b) of the Securities and Exchange Act of 1934, as amended ("Section 16(b)"), with purchases by the reporting person's wife and child in the Issuer's directed share program in connection with its initial public offering. The reporting person has voluntarily disgorged to the Issuer the Section 16(b) profit that may have been deemed to result from the transactions reported herein. /s/ Pamela B. Burke, as Attorney-in-Fact 2019-10-10