X0306 4 2020-05-13 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 2020-05-13 4 A 0 25136 0.00 A 25136 D Common Stock 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 Represents 25,136 restricted stock units ("RSUs") granted to the reporting person, of which 8,378 RSUs are scheduled to vest on March 1, 2021, 8,378 RSUs are scheduled to vest on March 1, 2022 and 8,380 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 58,650 unvested performance stock units at target achievement (or up to an additional 117,300 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions. 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. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2020-05-15