X0306 4 2020-04-27 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 2020-04-27 4 M 0 50000 3.81 A 50000 D Common Stock 2020-04-27 4 S 0 50000 32.725 D 0 D Common Stock 2020-04-27 4 S 0 200000 32.725 D 2176670 I By Lindberg Revocable Trust Common Stock 2020-04-27 5 G 0 E 50000 0.00 D 2126670 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) 3.81 2020-04-27 4 M 0 50000 0.00 D 2024-10-21 Common Stock 50000 910240 D Stock Options (Right to Buy) 3.81 2020-04-27 4 A 0 397374 0.00 A 2024-10-21 Common Stock 397374 1307614 D This amount represents the $34.00 secondary public offering price per share of the Common Stock of the Issuer less the underwriting discount of $1.275 per share. Reflects shares directly held by The Lindberg Family Revocable Trust u/a/d 2/14/2006 of which Mr. Lindberg is a Trustee Reflects shares directly held by The Lindberg Family Irrevocable Trust u/a/d 5/12/2017 of which Mr. Lindberg is a Trustee. These stock options are vested and exercisable. Represents previously granted stock options which were deemed earned and acquired upon the satisfaction of certain performance vesting criteria in connection with the secondary public offering. These stock options are vested and exercisable. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-in-Fact 2020-04-29